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