Exhibit 10.1


 


AMENDMENT AND CONFIRMATION AGREEMENT


 


This AMENDMENT AND CONFIRMATION AGREEMENT (this “Agreement”) is made and entered into as of March 30,
2010, 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, the Borrower,
the Guarantors and the Lenders have entered into that certain Amended and
Restated Credit Agreement, dated as of January 20, 2010 (as amended,
modified, supplemented, extended or restated from time to time, the “Credit Agreement”); and


 


WHEREAS, the Lenders,
in their collective capacity as Requisite Lenders under the Credit Agreement,
have agreed to extend the availability of the Term Loan B under the Credit
Agreement as more fully described herein.


 


NOW,
THEREFORE, in consideration of the foregoing and the
agreements set forth in this Agreement, each of the Borrower, the Guarantors
and the Lenders party hereto hereby agrees 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.  Amendments to Credit Agreement. In reliance on the representations and warranties of the
Borrower and the Guarantors contained in this Agreement and in connection with
the request of the Borrower for such amendment, and subject to the
effectiveness of this Agreement as described below, the Credit Agreement is
hereby amended as set forth below.


 


(A)          Subsection 2.2.  Subsection 2.2 of
the Credit Agreement is hereby amended by deleting the words “, and will cause
their Subsidiaries, to” where such words appear in the third to last sentence
thereof, and by adding the words “of the Loan Parties” after the words “all
insurance policies” in the final sentence thereof.


 


(B)          Subsection 2.12.  Subsection 2.12 of
the Credit Agreement is hereby amended by adding the following sentence at the
end of such Subsection.


 

















 


Notwithstanding the above,
so long as any Partnership is not wholly-owned directly or indirectly by the
Loan Parties, such Partnership shall not be required to execute and deliver to
Administrative Agent a Joinder Agreement.


 


(C)          Subsection 10.1. The definition of “Term Loan B Availability Expiration
Date” in Subsection 10.1 of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:


 


“Term Loan B
Availability Expiration Date” means April 30, 2010.


 


SECTION 3.  Notwithstanding
that consent to the same may not be required by the Credit Agreement, each of
the Administrative Agent and the Lenders party hereto consents to  the changes to the Verizon Acquisition
Documentation set forth in the form of the Transition Services Agreement
forwarded to the Administrative Agent on March 25, 2010.


 


SECTION 4.  Pursuant
to Subsection 3.6 of the Credit Agreement, the Borrower is required to provide
10 days prior notice of and a copy thereof or documentation relating to any
merger, consolidation, dissolution, liquidation or amalgations permitted under
Subsection 3.6(B) or (C) to the Administrative Agent.  The Borrower has advised the Administrative
Agent that it may elect to merge Adams Divestiture Company LLC with or dissolve
Adams Divestiture Company LLC into another Loan Party on the Initial Funding
Date or within 5 Business Days of the Initial Funding Date.  The Borrower has requested that if it elects
to so merge or dissolve Adams Divestiture Company LLC it be permitted to
provide the required notice and copies or documentation on the Initial Funding
Date or such Business Day rather than 10 days prior to such date.  In reliance on the representations and warranties
of the Borrower and the Guarantors contained in this Agreement and in
connection with the request of the Borrower for such consent, and subject to
the effectiveness of this Agreement as described below, the Lenders party
hereto so consent, provided however, such consent shall not apply if such
merger or dissolution occurs more than five Business Days after the Initial
Funding Date.


 


SECTION 5.  This
Agreement shall not constitute a novation of the Credit Agreement or any other
Loan Document.  Except as expressly
provided in this Agreement, the execution and delivery of this Agreement does
not and will not amend, modify or supplement any provision of, or constitute a
consent to or a waiver of any noncompliance with the provisions of, the Loan
Documents, and the Loan Documents shall remain in full force and effect.


 


SECTION 6.  Each
of the Loan Parties hereby represents and warrants to the Lenders as follows:


 


(A)          Such
Loan Party has the right and power, and has taken all necessary action to
authorize it, to execute, deliver and perform this Agreement in accordance with
its terms.  This Agreement has been duly
executed and delivered by such Loan Party and is a legal, valid and binding
obligation of it, enforceable against it in accordance with its terms.


 


(B)          The
execution, delivery and performance of this Agreement in accordance with its
terms do not and will not, by the passage of time, the giving of notice or
otherwise,


 


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(1)            require any Governmental Approval or violate
any Applicable Law relating to such Loan Party;


 


(2)            conflict with, result in a breach of or
constitute a default under the organizational documents of such Loan Party, any
material provision of any indenture, agreement or other instrument to which it
is a party or by which it or any of its properties may be bound or any
Governmental Approval relating to it; or


 


(3)            result in or require the creation or
imposition of any Lien (except as permitted by the Loan Documents) upon or with
respect to any property now owned or hereafter acquired by such Loan Party.


 


(C)          The representations and warranties of such Loan
Party set forth in the Loan Documents are true and correct as of the date
hereof as if made on the date hereof.


 


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


 


SECTION 7.  The
Borrower 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 8.  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 9.  This
Agreement shall be effective only upon receipt by the Administrative Agent of
an execution counterpart hereto signed by the Borrower, each Guarantor, and the
Requisite Lenders.


 


SECTION 10.  The
Borrower agrees to pay to the Administrative Agent, on demand, all reasonable
out-of-pocket costs and expenses incurred by the Administrative Agent,
including, without limitation, the reasonable fees and expenses of counsel
retained by the Administrative Agent, in connection with the negotiation,
preparation, execution and delivery of this Agreement and all other instruments
and documents contemplated hereby.


 


SECTION 11.  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.


 


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SECTION 12.  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.


 


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Witness the due execution
hereof by the respective duly authorized officers of the undersigned as of the
date first written above.


 


	
  BORROWER:

  	
   

  
	
   

  	
  ATLANTIC TELE-NETWORK, INC.

  
	
   

  	
   

  
	
   

  	
  /s/ Justin D. Benincasa

  
	
   

  	
  Justin D. Benincasa, Chief Financial Officer

  
	
   

  	
   

  
	
  GUARANTORS:

  	
   

  
	
   

  	
  COMMNET WIRELESS, LLC

  
	
   

  	
  COMMNET FOUR CORNERS, LLC

  
	
   

  	
  COMMNET MIDWEST, LLC

  
	
   

  	
  COMMNET OF ARIZONA, L.L.C.

  
	
   

  	
  GILA COUNTY WIRELESS, LLC

  
	
   

  	
  EXCOMM, L.L.C.

  
	
   

  	
  SOVERNET HOLDING CORPORATION

  
	
   

  	
  COMMNET OF NEVADA, LLC

  
	
   

  	
  TISDALE TELEPHONE COMPANY, LLC

  
	
   

  	
  COMMNET NV, LLC

  
	
   

  	
  COMMNET OF TEXAS, LLC

  
	
   

  	
  ALLIED WIRELESS

  
	
   

  	
  COMMUNICATIONS CORPORATION

  
	
   

  	
  CHOICE COMMUNICATIONS, LLC

  
	
   

  	
   

  
	
   

  	
  /s/ Justin D. Benincasa

  
	
   

  	
  Justin D. Benincasa, Treasurer

  
	
   

  	
   

  
	
   

  	
  SOVERNET, INC.

  
	
   

  	
  NATIONAL MOBILE

  
	
   

  	
  COMMUNICATIONS CORPORATION

  
	
   

  	
   

  
	
   

  	
  /s/ Justin D. Benincasa

  
	
   

  	
  Justin D. Benincasa, Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  SAL SPECTRUM LLC

  
	
   

  	
  By: Atlantic Tele-Network, Inc., its Sole Member

  
	
   

  	
   

  
	
   

  	
  /s/ Justin D. Benincasa

  
	
   

  	
  Justin D. Benincasa, Chief Financial Officer

  



 


 


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  COBANK, ACB, as Administrative Agent
  and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andy Smith

  
	
   

  	
   

  	
  Andy Smith

  
	
   

  	
   

  	
  Vice President

  



 


 


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  BANK OF AMERICA, N.A., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John B. Desmond

  
	
   

  	
   

  	
  John B. Desmond

  
	
   

  	
   

  	
  Senior Vice President

  



 


 


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  BANCO POPULAR DE PUERTO RICO, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ian S. Smith

  
	
   

  	
   

  	
  Ian S. Smith

  
	
   

  	
   

  	
  Vice President

  



 


 


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  BROWN BROTHERS HARRIMAN & CO., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott Meves

  
	
   

  	
   

  	
  Scott Meves

  
	
   

  	
   

  	
  Senior Vice President

  



 


 


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  DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Enrique Landaeta

  
	
   

  	
   

  	
  Enrique Landaeta

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marguerite Sutton

  
	
   

  	
   

  	
  Marguerite Sutton

  
	
   

  	
   

  	
  Director

  



 


 


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  FIFTH THIRD BANK, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Valerie Schanzer

  
	
   

  	
   

  	
  Valerie Schanzer

  
	
   

  	
   

  	
  Vice President

  



 


 


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  RAYMOND JAMES BANK, FSB, as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph A. Ciccolini

  
	
   

  	
   

  	
  Joseph A. Ciccolini

  
	
   

  	
   

  	
  Vice President — Senior Corporate Banker

  



 


 


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  UNION BANK, N.A., as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Vian

  
	
   

  	
   

  	
  Richard Vian

  
	
   

  	
   

  	
  Vice President

  



 


 


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                                                                        ,
  as a voting participant pursuant to Subsection 8.1(D) of the Credit
  Agreement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: