EX-10.18 2 a2213629zex-10_18.htm EX-10.18

Exhibit 10.18

CONSENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

This Consent to Third Amended and Restated Credit Agreement (this “Consent”) is made and entered into as of February 28, 2013, but made effective as of January 20, 2013 (the “Effective Date”), by and among Atlantic Tele-Network, Inc., a Delaware corporation (“Borrower”), each of the subsidiaries of Borrower identified as guarantors on the signature pages hereto (individually, a “Guarantor” and, collectively, the “Guarantors”; and together with Borrower, individually a “Loan Party” and, collectively, the “Loan Parties”), CoBank, ACB, as Administrative Agent (“Administrative Agent”) and each of the financial institutions executing this Agreement and identified as a Lender on the signature pages hereto (the “Lenders”).

RECITALS

WHEREAS, Borrower, the Guarantors, the Administrative Agent, the Lenders and the other Lenders from time to time party thereto, have entered into that certain Third Amended and Restated Credit Agreement dated as of May 18, 2012, as amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated as of October 29, 2012 (as so amended, and as the same may be further amended, modified, supplemented, extended or restated, the “Credit Agreement”);

WHEREAS, Borrower and Allied Wireless Communications Corporation, a Delaware corporation (“Allied” and together with Borrower, the “Sellers”) have entered into that certain Purchase Agreement dated as of January 21, 2013 (as amended, restated, modified or supplemented, the “Purchase Agreement”), providing for the sale by the Sellers to AT&T Mobility LLC, a Delaware limited liability company (“Purchaser”) of the domestic retail wireless business operated under the Alltel name by Allied;

WHEREAS, Borrower has requested and the Administrative Agent and the Lenders have agreed, subject to the terms and conditions provided herein, to provide their consent, as of the Effective Date, to the execution and delivery by Borrower and Allied of the Purchase Agreement as more fully described herein; provided that the Administrative Agent and the Lenders are not granting their consent to the closing of the transactions contemplated thereby.

NOW, THEREFORE, in consideration of the foregoing and the agreements set forth in this Consent, each of Borrower, the Guarantors, Administrative Agent and the Lenders agree as follows:

SECTION 1. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

SECTION 2. Borrower has advised the Administrative Agent and the Lenders that the Sellers are entering into the Purchase Agreement, which provides for the sale by the Sellers to Purchaser of the domestic retail wireless business operated under the Alltel name by Allied. Borrower has requested the consent of the Administrative Agent and the Requisite Lenders, to be deemed effective as of the Effective Date hereof, to execute and deliver the Purchase Agreement to the extent the same are not expressly permitted by Subsection 3.13 of the Credit Agreement (the “Requested Consent”).

In reliance on (a) the representations and warranties of Borrower and the Guarantors contained in this Consent and in connection with the request of Borrower for the consents provided herein and (b) subject to the effectiveness of this Consent as described below, each of Administrative Agent and the Lenders party hereto consent, effective as of the Effective Date, to the Requested Consent; provided that the Administrative Agent and the Lenders are not granting their consent to the consummation of the transactions contemplated by the Purchase Agreement, and expressly do not waive the requirements of any other section of the Credit Agreement with respect thereto.

SECTION 3. Each of the Loan Parties hereby represents and warrants to the Lenders as follows:

(A) Each of the Loan Parties has taken all necessary limited liability company, partnership, corporate or other equivalent action to authorize the execution, delivery and performance of this Consent. This Consent, when executed and delivered will be the legally valid and binding obligations of the Loan Parties, enforceable against each such Loan Party, in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debt or relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and general principles of equity.

(B) The execution, delivery and performance by the Loan Parties of this Consent do not and will not, by the passage of time, the giving of notice or otherwise, (A) require any Governmental Approval or violate any Applicable Law relating to the Loan Parties or any of their respective Subsidiaries except as would not reasonably be expected to have a Material Adverse Effect, (B) materially conflict with, result in a material breach of or constitute a material default under the articles of incorporation, bylaws or other organizational documents of the Loan Parties or any of their respective Subsidiaries or any Material Contract to which such Person is a party or by which any of its properties may be bound, (C) conflict with, result in a breach of or constitute a default under any Governmental Approval relating to such Person except as would not reasonably be expected to have a Material Adverse Effect or (D) except as required or permitted under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person.

(C) The representations and warranties of such Loan Party set forth in the Loan Documents are true and correct in all material respects as of the date hereof as if made on the date hereof, except for any representation or warranty limited by its terms to a specific date.

(D) No Event of Default under the Loan Documents has occurred and is continuing as of this date.

SECTION 4. Each of the Loan Parties hereby confirms and agrees that (a) each Security Document is and shall continue to be in full force and effect, and (b) the obligations secured by each such document include any and all obligations of the Loan Parties to the Secured Parties under the Credit Agreement.

SECTION 5. This Agreement shall be effective only upon receipt by Administrative Agent of an execution counterpart hereto signed by Borrower, each Guarantor, and the Requisite Lenders.

SECTION 6. Each of the Guarantors hereby confirms and agrees that (a) its guarantee contained in the Credit Agreement and each Security Document to which it is a party is and shall continue to be in full force and effect, and (b) the obligations guaranteed or secured by each such applicable document include any and all obligations of the Loan Parties to the Secured Parties under the Credit Agreement.

SECTION 7. Borrower agrees to pay to Administrative Agent, on demand, all reasonable outof-pocket costs and expenses incurred by Administrative Agent, including, without limitation, the reasonable fees and expenses of counsel retained by Administrative Agent, in connection with the negotiation, preparation, execution and delivery of this Consent and all other instruments and documents contemplated hereby.

SECTION 8. This Agreement may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original and shall be binding upon all parties and their respective permitted successors and assigns, and all of which taken together shall constitute one and the same agreement.

SECTION 9. This Agreement shall be governed by and shall be construed and enforced in accordance with all provisions of the Credit Agreement, including the governing law provisions thereof.

[Signatures Follow on Next Page.]

| ATLANTIC TELE-NETWORK, INC.
| By: | /s/ Justin D. Benincasa
| Name: | Justin Benincasa
| Title: | Chief Financial Officer
| COMMNET WIRELESS, LLC
| COMMNET FOUR CORNERS, LLC
| COMMNET MIDWEST, LLC
| COMMNET OF ARIZONA, LLC
| GILA COUNTY WIRELESS, LLC
| EXCOMM, LLC
| SOVERNET HOLDING CORPORATION
| COMMNET OF NEVADA, LLC
| TISDALE TELPHONE COMPANY, LLC
| COMMNET OF GEORGIA, LLC
| ALLIED WIRELESS COMMUNICATIONS CORPORATION
| CHOICE COMMUNICATIONS, LLC
| ALLIED WIRELESS COMMUNICATIONS (GA), LLC
| ALLIED WIRELESS COMMUNICATIONS (ID), LLC
| ALLIED WIRELESS COMMUNICATIONS (IL), LLC
| ALLIED WIRELESS COMMUNICATIONS (NC), LLC
| ALLIED WIRELESS COMMUNICATIONS (OH), LLC
| ALLIED WIRELESS COMMUNICATIONS (SC), LLC
| ALLIED WIRELESS OF THE PALMETTO STATE, LLC
| COMMNET NEWCO, LLC
| COMMNET OF TEXAS, LLC
| ESSEXTEL, INC.
| SHC-ION, LLC
| By: | /s/ Justin D. Benincasa
| Name: | Justin Benincasa
| Title: | Treasurer
| SOVERNET, INC.
| NATIONAL MOBILE COMMUNICATIONS CORPORATION
| By: | /s/ Justin D. Benincasa
| Name: | Justin Benincasa
| Title: | Chief Financial Officer
| SAL SPECTRUM LLC
| By: | Atlantic Tele-Network Inc., its Sole Member
| By: | /s/ Justin D. Benincasa
| Name: | Justin Benincasa
| Title: | Chief Financial Officer

| COBANK, ACB,
| As Administrative Agent and a Lender
| By: | /s/ John Cole
| Name: | John Cole
| Title: | Vice President

| BROWN BROTHERS HARRIMAN & CO.,
| as a Lender
| By: | /s/ Scott C. Meves
| Name: | Scott C. Meves
| Title: | Senior Vice President

| FIFTH THIRD BANK,
| as a Lender
| By: | /s/ Christopher J. Heitker
| Name: | Christopher J. Heitker
| Title: | Assistant Vice President

| RAYMOND JAMES BANK, N.A.,
| as a Lender
| By: | /s/ Michael Pelletier
| Name: | Michael Pelletier
| Title: | Vice President

| TD BANK, N.A.,
| as a Lender
| By: | /s/ Alan Garson
| Name: | Alan Garson
| Title: | Senior Vice President

| UNION BANK, N.A.,
| as a Lender
| By: | /s/ David Hill
| Name: | David Hill
| Title: | Vice President

| AGCHOICE FARM CREDIT, FLCA, as a
| Voting Participant pursuant to Subsection
| 8.1(D) of the Credit Agreement
| By: | /s/ Mark F. Kerstetter
| Name: | Mark F. Kerstetter
| Title: | Vice President

| AGCHOICE FARM CREDIT, FLCA, as a
| Voting Participant pursuant to Subsection
| 8.1(D) of the Credit Agreement
| By: | /s/ Neal K. Beal
| Name: | Neal K. Beal
| Title: | Vice President

| FARM CREDIT BANK OF TEXAS, as a
| Voting Participant pursuant to Subsection
| 8.1(D) of the Credit Agreement
| By: | /s/ Nicholas King
| Name: | Nicholas King
| Title: | Vice President

| UNITED FCS, FLCA DBA FCS
| COMMERCIAL FINANCE GROUP, as a
| Voting Participant pursuant to Subsection
| 8.1(D) of the Credit Agreement
| By: | /s/ Jeremy Voigts
| Name: | Jeremy Voigts
| Title: | Vice President

| FARM CREDIT SERVICES OF
| AMERICA, FLCA, as a Voting Participant
| pursuant to Subsection 8.1(D) of the Credit
| Agreement
| By: | /s/ Ben Fogle
| Name: | Ben Fogle
| Title: | Vice President

| GREENSTONE FARM CREDIT
| SERVICES, ACA/FLCA, as a Voting
| Participant pursuant to Subsection 8.1(D) of the
| Credit Agreement
| By: | /s/ Alfred S. Compton, Jr.
| Name: | Alfred S. Compton, Jr.
| Title: | SVP/Managing Director

| NORTHWEST FARM CREDIT
| SERVICES, FLCA, as a Voting Participant
| pursuant to Subsection 8.1(D) of the Credit
| Agreement
| By: | /s/ Casey Kinzer
| Name: | Casey Kinzer
| Title: | Vice President

| FARM CREDIT WEST, FLCA, as a Voting
| Participant pursuant to Subsection 8.1(D) of the
| Credit Agreement
| By: | /s/ Ben Madonna
| Name: | Ben Madonna
| Title: | Vice President

| 1 st FARM CREDIT SERVICES, as a Voting
| Participant pursuant to Subsection 8.1(D) of the
| Credit Agreement
| By: | /s/ Dale A. Richardson
| Name: | Dale A. Richardson
| Title: | Vice President, Capital Markets Group

| FARM CREDIT SERVICES OF MID-
| AMERICA, FLCA, now knows as, FARM
| CREDIT MID-AMERICA, FLCA, as a
| Voting Participant pursuant to Subsection
| 8.1(D) of the Credit Agreement
| By: | /s/ Ralph M. Bowman
| Name: | Ralph M. Bowman
| Title: | Vice President Capital Markets

| BADGERLAND FINANCIAL, FLCA, as a
| Voting Participant pursuant to Subsection
| 8.1(D) of the Credit Agreement
| By: | /s/ Kenneth H. Rue
| Name: | Kenneth H. Rue
| Title: | VP - Capital Markets

| FRONTIER FARM CREDIT, ACA, as a
| Voting Participant pursuant to Subsection
| 8.1(D) of the Credit Agreement
| By: | /s/ Stuart R. Hays
| Name: | Stuart R. Hays
| Title: | Vice President

| AMERICAN AG CREDIT, FLCA, as a
| Voting Participant pursuant to Subsection
| 8.1(D) of the Credit Agreement
| By: | /s/ Bradley K. Leafgren
| Name: | Bradley K. Leafgren
| Title: | Vice President