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
    


 











 

	
 
    	
1st 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