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EXHIBIT 10.24
UNDERTAKING OF CERTAIN ACTIONS
UNDERTAKING OF CERTAIN ACTIONS (this "Undertaking"), dated as of
July 20, 1999, made by Long Distance International Inc. in favor of Xxxx XxXxxx.
The undersigned, Long Distance International Inc. ("LDI"), in order to
induce Xxxx XxXxxx and/or his affiliates to make a Term Loan to LDI Acquisition
Sub Inc. pursuant to that certain Term Loan Agreement dated as of July 20, 1999,
undertakes, covenants and agrees that, for so long as any Term Loans made by Xx.
XxXxxx and/or his affiliates are outstanding:
(a) BOARD REPRESENTATION. Xx. XxXxxx will have the right to serve or to
designate another person to serve as a member of the board of directors
of LDI.
(b) STRATEGIC SERVICES. (1) LDI will provide strategic services in
telecommunications and telecommunications opportunities (e.g.,
re-selling of long distance services, calling cards, data services) to
Xx. XxXxxx or his controlled companies at a price equal to the lower of
cost plus 8% or on a "most favored nations basis," if applicable, and
on terms and conditions to be negotiated in good faith, and, (2) to the
extent LDI has not sold its U.S. operations, will provide to Xx. XxXxxx
or his controlled companies access to the U.S. network, platform and
all of the Company's right, title and interest in and to the U.S.
licenses of LDI and will allow Xx. XxXxxx or his controlled companies
to assume all or any portion of such network, platform and licenses,
subject to any applicable regulatory approvals at no cost to Xx. XxXxxx
but subject to the assumption of any liabilities or obligations
accruing after the date of assumption.
(d) MOST FAVORED NATIONS. If LDI or LDI Acquisition provides to other
investors more favorable terms in the current round of financing
pursuant to which Xx. XxXxxx and/or his affiliates extending a Term
Loan, then Xx. XxXxxx and/or his affiliates will receive the benefit of
such more favorable terms.
This Undertaking will be governed by the laws of the State of New York, without
giving effect to principles of conflicts of laws.
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IN WITNESS WHEREOF, the undersigned have executed this Undertaking as of the
date first above written.
LONG DISTANCE INTERNATIONAL INC.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Chief Executive Officer
SIGNATURE PAGE TO UNDERTAKING OF CERTAIN ACTIONS
