EXHIBIT 2.4
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PRINCIPAL TERMS AGREEMENT
RELATING TO THE DIVISION
OF
ATLANTIC TELE-NETWORK, INC.
BY AND AMONG
ATLANTIC TELE-NETWORK, INC.
XXXXXXXXX X. PRIOR, JR.
AND XXXXXXX X. XXXXXXX
January 29, 1997
PRINCIPAL TERMS AGREEMENT
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This Principal Terms Agreement (the "Agreement") governs the prospective
division of the assets and liabilities of Atlantic Tele-Network, Inc. ("Old
ATNI") through the distribution of certain assets and liabilities, consisting of
the assets and liabilities associated with Atlantic Tele-Network, Co.
("ATNCo."), the Virgin Islands Telephone Corporation, Vitelcom Cellular Inc. and
Vitelcom, Inc. (collectively, the "Virgin Islands Subsidiaries"), to a new
holding company, to be incorporated under the laws of Delaware ("New ATN"). To
effect such division, the Agreement further contemplates the distribution to
stockholders of Old ATNI of shares of common stock of New ATN and the allocation
of prospective corporate opportunities and ongoing projects (collectively, the
"Transaction"). Upon consummation of the Transaction, (i) the principal assets
and liabilities of Old ATNI will consist of the assets and liabilities
associated with the operations of the Guyana Telephone & Telegraph Company
("GT&T"); (ii) the principal assets and liabilities of New ATN will consist of
the assets and liabilities associated with the Virgin Islands Subsidiaries;
(iii) Xxxxxxx X. Xxxxxxx ("Xxxxxxx"), co-chief-executive officer of Old ATNI,
will own or control through affiliates approximately 60% of the voting
securities of New ATN; and (iv) Xxxxxxxxx X. Prior, Jr. ("Prior'),
co-chief-executive officer of Old ATNI, will own or
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control approximately 60% of the voting securities of Old ATNI. Upon completion
of the Transaction, the public will own approximately 40% of the outstanding
voting securities of each of Old ATNI and New ATN.
RECITALS
WHEREAS, Messrs. Prior and Xxxxxxx entered into a Global Settlement
Agreement and Release dated as of February 7, 1996 (the "Settlement Agreement)
pursuant to which certain outstanding litigation between Messrs. Prior and
Xxxxxxx was settled and certain agreements with respect to the governance of Old
ATNI and its subsidiaries were reached;
WHEREAS, in connection with the Settlement Agreement, the Board of
Directors of Old ATNI agreed to engage two nationally recognized investment
banking firms to pursue various opportunities to enhance stockholder value,
including the potential sale of old ATNI, in whole or in part through the sale
of either of its principal operating businesses;
WHEREAS, to date, the efforts to consummate any transaction which would
enhance stockholder value through the sale of all or any of the principal
businesses of Old ATNI have not been successful and there are no material
prospects for any such transaction in the near future;
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WHEREAS, Messrs. Prior and Xxxxxxx and Old ATNI believe that it is in the
best interests of the businesses of Old ATNI and its subsidiaries and of the
stockholders of old ATNI to resolve their ongoing management and governance
disputes by terminating their joint ownership of Old ATNI as well as their
status as co-chief executive officers;
WHEREAS, as a result of the foregoing, Messrs. Prior and Xxxxxxx, in their
capacities as stockholders and directors, agree to support the Transaction and
recommend it for approval to the Board of Directors of Old ATNI; and
WHEREAS, the Board of Directors of Old ATNI and Messrs. Prior and Xxxxxxx
believe that the most advantageous available option to enhance stockholder value
and to provide additional benefits to Old ATNI is to effect the Transaction;
NOW, THEREFORE, in consideration of these premises and the mutual
representations, warranties and agreements contained herein, each of the parties
agrees as follows:
1. Binding Agreement. This Agreement is intended to set forth the principal
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terms and parameters of a definitive agreement to be entered into in connection
with the Transaction and, with respect to the terms of the Transaction
specifically set forth in this Agreement only, is intended to be a binding
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and enforceable obligation of the respective parties until and unless superseded
by the execution of the definitive documentation governing the Transaction (the
"Definitive Documentation") or expiration pursuant to Section 15 hereof. Each of
the parties acknowledges that any breach of the Agreement with respect to the
terms of the Transaction specifically set forth in this Agreement could, unless
waived, subject the breaching party to monetary damages and, should the
circumstances warrant, injunctive and other forms of equitable relief.
2. Transaction. Each of the parties agrees that they will support
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resolutions for adoption by the Board of Directors and stockholders of Old ATNI
that require Old ATNI to form New ATN and contribute the assets and liabilities
of Old ATNI associated with Old ATNI's Virgin Islands operations, including the
capital stock of ATNCo. (which owns the capital stock of all of the other Virgin
Islands Subsidiaries) and certain other agreed upon assets and liabilities as
more fully described herein, and distribute to stockholders of Old ATNI shares
of New ATN common stock on a basis which will be tax free to all holders of Old
ATNI common stock, Old ATNI, New ATN and their respective subsidiaries pursuant
to the internal revenue codes of the United States and the U.S. Virgin Islands
except with respect to the Cash Payment described and defined in Section 3
below. In addition, the parties "agree to take or
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cause to be taken all required actions necessary to effect the Transaction under
all applicable federal and state securities laws such that, upon consummation
of, and as a condition to, the Transaction (the "Closing Date"), the common
stock of each of Old ATNI and New ATN will be listed and available for public
trading in the National Market System of NASDAQ or on a recognized securities
exchange without restriction except with respect to common stock held by persons
who may be deemed "affiliates" of either Old ATNI or New ATN under applicable
federal securities laws.
3. Equity Ownership of Messrs. Prior and Xxxxxxx. After giving effect to
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the Transaction, Mr. Prior shall own or control through affiliates approximately
60% of the outstanding voting securities of Old ATNI and Xx. Xxxxxxx shall own
or control through affiliates approximately 60% of the outstanding voting
securities of New ATN. The balance of the outstanding voting securities of each
of Old ATNI and New ATN shall be owned by the public. Because of the relative
values attributed to the assets and liabilities being contributed to New ATN in
connection with the Transaction, Xx. Xxxxxxx or New ATN shall purchase from Mr.
Prior and his-trustees the number of shares of voting securities to which he
would otherwise be entitled in New ATN and shall pay to Mr. Prior for such
shares, in cash, in immediately available funds, on the Closing Date, $16.5
million
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(the "Cash Payment"). It is intended that the purchase of the voting securities
of New ATN referred to in the preceding sentence will be treated for federal
income tax purposes as long term capital gain under the Internal Revenue Code of
1986, as amended. Xx. Xxxxxxx shall provide Mr. Prior, within 45 days of the
execution of this Agreement, with reasonably documented assurances as to the
financial wherewithal to make the Cash Payment including a commitment letter,
subject to customary terms and conditions, from a money center bank, if such
Cash Payment is to be funded from borrowings, failing which Mr. Prior may
terminate this Agreement (and the Definitive Documentation if executed within
such 45 day period).
4. Division of other Assets and Liabilities.
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(a) All personal debts owed by either Mr. Prior or Xx. Xxxxxxx to Old ATNI
shall be repaid prior to, or concurrently with, the Closing Date;
(b) On or prior to the Closing Date, the following assets shall be
transferred to New ATN (in addition to the stock of ATNCo.);
(i) 50% of cash on hand and cash equivalents ("Cash and Cash
Equivalents"), accounts receivables, accrued and unpaid advisory fees
and intercom-
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pany interest and any stockholders' receivables as of the Closing
Date;
(ii) Intercompany indebtedness outstanding as of the Closing Date owed by
ATNCo. or any of the other Virgin Islands Subsidiaries to Old ATNI;
(iii) The lease, furniture, fixtures and leasehold improvements pertaining
to Old ATNI's office in St. Croix;
(iv) The capital stock and intercompany debt owing to Old ATNI by Atlantic
Aircraft Corporation ("the Aircraft Corporation");
(v) All of Old ATNI's rights with respect to its ongoing project to
privatize the Congo telephone company; and
(vi) All Advisory Fee Agreements, if any, relating to the Virgin Islands
Subsidiaries.
(c) It is specifically intended that the following assets of Old ATNI will
be allocated to, and remain with, old ATNI;
(i) 50% of Cash and Cash Equivalents, accounts receivables, accrued and
unpaid advisory fees and
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intercompany interest and any stockholders' receivables as of the
Closing Date;
(ii) Old ATNI's capital stock interest in GT&T;
(iii) Intercompany indebtedness outstanding as of the Closing Date owed by
GT&T to Old ATNI;
(iv) Old ATNI's Advisory Fee Agreement with GT&T;
(v) The lease, furniture and fixtures and leasehold improvements
pertaining to Old ATNI's office in St. Xxxxxx; and
(vi) All of Old ATNI's rights with respect to its efforts currently or in
the past with regard to (a) a long distance telephone project in
Jamaica; (b) the privatization of the Suriname Telephone Company and
(c) the purchase of the St. Xxxxxx cellular operations;
(d) By separate letter agreement (the "Side Letter") Mr. Prior and Xx.
Xxxxxxx have identified certain employees of Old ATNI (parent company only) who
will be employed after the consummation of the Transaction by New ATN
("employees designated by Xx. Xxxxxxx") and certain employees who will be
em-
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ployed by Old ATNI after the consummation of the Transaction ("employees
designated by Mr. Prior").
(e) New ATN will assume the following liabilities:
(i) One half of Old ATNI's indebtedness to banks outstanding at the
Closing Date;
(ii) All of Old ATNI's obligations with respect to its St. Croix office,
including its office lease, any equipment leases and other obligations
pertaining to said office;
(iii) Any and all commitments and contingent liabilities, known or unknown,
specifically relating to the Virgin Island Subsidiaries or the
Aircraft Corporation or to projects specifically allocated to New ATN
pursuant to this Agreement;
(iv) One half of all liabilities, including undisclosed and unknown
liabilities, of Old ATNI existing at the Closing Date or arising out
of events or acts or omissions occurring on or prior to the Closing
Date (including without limitation, liabilities for taxes with respect
to any periods ending on or prior to the Closing Date) excepting only
contingent liabilities and
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commitments specifically relating to subsidiaries or projects
specifically allocated to New ATN or Old ATNI pursuant to this
Agreement; and
(v) one half of the severance cost of any Old ATNI employees who have not
been designated by either Mr. Prior or Xx. Xxxxxxx in the Side Letter.
(f) The following liabilities are specifically intended to remain the
responsibility of Old ATNI following the consummation of the Transaction:
(i) One half of Old ATNI's indebtedness to banks outstanding at the
Closing Date;
(ii) All of Old ATNI's obligations with respect to its St. Xxxxxx office,
including its office lease, any equipment leases and other obligations
pertaining to said office;
(iii) Any and all commitments and contingent liabilities known or unknown,
specifically relating to GT&T or to projects specifically allocated to
Old ATNI pursuant to this Agreement;
(iv) One half of all liabilities, including undisclosed and unknown
liabilities, of old ATNI ex-
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isting at the Closing Date or arising out of events or acts or
omissions occurring on or prior to the Closing Date (including without
limitation, liabilities for taxes with respect to any periods ending
on or prior to the Closing Date) excepting only contingent liabilities
and commitments specifically relating to subsidiaries or projects
specifically allocated to New ATN or Old ATNI pursuant to this
agreement; and
(v) One half of the severance cost of any Old ATNI employees who have not
been designated by either Mr. Prior or Xx. Xxxxxxx in the Side Letter.
(g) on the Closing Date New ATN shall pay to Old ATNI in cash in
immediately available funds, a sum equal to one-half of the blue book values of
the two aircraft owned by the Aircraft Corporation as of the latest blue book
available to the parties on the third business day prior to the Closing Date
minus the indebtedness of the Aircraft Corporation to third parties as of the
Closing Date.
(h) As and for a closing adjustment (the "Closing Adjustment"), Old ATNI
and New ATN, respectively, shall be credited with (1) all payments of
intercompany debt or dividends to Old ATNI made after December 31, 1996 and
prior to the
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Closing Date from the subsidiaries allocated to Old ATNI and New ATN,
respectively, and (2) all payments to Old ATNI of interest on intercompany debt
and advisory fees made after April 30, 1997 and prior to the Closing Date by
such subsidiaries, and Old ATNI and New ATN shall be charged for the following:
(i) The book value, as of the Closing Date of the furniture, fixtures and
leasehold improvements of Old ATN's offices in St. Xxxxxx and St.
Croix shall be charged to Old ATNI and new ATN, respectively;
(ii) All advances made by Old ATNI after December 31, 1996 and prior to the
Closing Date to the subsidiaries allocated to Old ATNI and New ATNI
shall be charged to Old ATNI and New ATN, respectively;
(iii) All expenses paid or incurred after December 31, 1996 in respect of
the Congo privatization project shall be charged to New ATN, and all
expenses paid or incurred after December 31, 1996 in respect of the
Jamaica Long Distance Telephone project, or the Suriname Telephone
Company privatization project or the purchase of the St.
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Xxxxxx cellular operations shall be charged to Old ATNI;
(iv) All expenses pertaining to Old ATNI's office in St. Xxxxxx and all
compensation or other expenses pertaining to the employees designated
by Mr. Prior which are paid or accrued after April 30, 1997 shall be
charged to Old ATNI and all expenses pertaining to the Old ATNI's
office in St. Croix and all compensation or other expenses pertaining
to employees designated by Xx. Xxxxxxx which are paid or accrued after
April 30, 1997 shall be charged to New ATN; and
(v) 50% of all other expenses and expenditures of old ATNI for the period
from April 30, 1997 to the Closing Date shall be charged to each of
Old ATNI and New ATN, respectively. The parties may agree upon other
specific allocations of Old ATNI expenses in the Definitive
Documentation.
If Old ATNI's balance of Cash and Cash Equivalents (the "Cash Balance') on
the Closing Date is less than the Cash Balance at April 30, 1997, New ATN shall
be credited with 50% of the difference and if the Cash Balance on the Closing
Date
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is more than the Cash Balance at April 30, 1997, New ATN shall be charged with
one-half of the difference.
If the charges to Old ATNI for purposes of the Closing Adjustment shall
exceed the amount credited to Old ATNI, Old ATNI shall pay to New ATN an amount
equal to one half of the net charge; on the other hand, if the amounts credited
to Old ATNI for purposes of the Closing Adjustment shall exceed the amounts
charged to Old ATNI, Old ATNI shall be entitled to receive a payment from New
ATN equal to one half of the net credit. Additionally, if the amounts charged to
New ATN for purposes of the Closing Adjustment shall exceed the amounts credited
to New ATN, New ATN shall pay to Old ATNI an amount equal to one half of the net
charge; and if the amounts credited to New ATN shall exceed the amounts charged
to New ATN, New ATN shall be entitled to receive from Old ATNI an amount equal
to one half of the net credit. The aggregate or net amount payable by Old ATNI
to New ATN, or by New ATN to Old ATNI, shall be paid, on an estimated basis on
the Closing Date in immediately available funds. Deloitte & Touche shall be
engaged to audit the amount of the Closing Adjustment and to report thereon
within 30 days after the Closing Date. If the estimated payment shall differ
from the final determination of the Closing Adjustment by Deloitte & Touche, an
appropriate payment shall be made by the responsible party so that the fi-
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nal amount paid shall correspond to the Closing Adjustment determined by
Deloitte and Touche. Deloitte & Touche's determination of the Closing Adjustment
shall be final and binding on the parties.
5. Non-Competition Agreement. It shall be a condition to the consummation
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of the Transaction that New ATN and Xx. Xxxxxxx enter into a ten (10) year
worldwide non-competition agreement, binding upon them and their respective
affiliates and in form and substance reasonably satisfactory to the parties,
relating to the audiotext business which currently constitutes a material
portion of the business operations of GT&T.
6. Resignations of Certain Directors, Officers and Employees. Upon
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consummation of the Transaction, Xx. Xxxxxxx, Xx. Xxxx X. Xxxxxx and Xxx
Xxxxxxxx X. Xxxxxx shall resign from the Board of Directors of Old ATNI; Xx.
Xxxxxxx and any employee designated by Xx. Xxxxxxx in the Side Letter shall
resign as officers and directors of Old ATNI and GT&T and of any other
corporation which shall remain a subsidiary of Old ATNI after the Closing Date;
Mr. Prior and any employees designated by Mr. Prior in the Side Letter shall
resign as officers and directors of the Virgin Islands Subsidiaries and of any
other corporation which will become a subsidiary of New ATN after the
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Closing Date; Xx. Xxxxxx and Mr. Xxx Xxxxxxx shall resign from the board of
directors of GT&T; and Xx. Xxxxx X. Xxxxx shall resign from the boards of
directors of ATNCo. and the Virgin Islands Telephone Corporation.
Prior to April 30, 1997, Old ATNI shall not pay any employee or consultant
any bonus or extraordinary compensation without the consent of the co-Chief
Executive Officers.
7. No Representations or Warranties; Exceptions. Each of the parties
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understands and agrees that no other party is, in this Agreement or in any other
agreement or document entered into in connection with the Transaction,
representing or warranting to the other in any way as to the business of Old
ATNI prior to or after the Closing Date or as to the business of New ATN after
the Closing Date or as to any consent or approvals required in connection with
the consummation of the transactions contemplated by this Agreement, it being
agreed and understood that the Transaction and all related transactions are
being consummated on an "as is, where is" basis.
8. Indemnification, Releases and Covenants not to Xxx. Simultaneously with
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the execution of the Definitive Documentation, each of the parties and New ATN
will execute an indemnity and release agreement ("Indemnity Agreement") in form
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and substance satisfactory to the parties, providing in substance as follows:
(i) except with respect to enforcing the specific provisions of the
Definitive Documentation none of the parties will xxx any of the other
parties with respect to any of the matters constituting the
Transaction or with respect to any matters arising from the business
operations or management of Old ATNI or any of its subsidiaries prior
to the Closing Date.
(ii) Mr. Prior and Old ATNI will indemnify Xx. Xxxxxxx and New ATN against
any claims by any stockholders of Old ATNI or New ATN arising from or
based upon any actions taken by Mr. Prior or Old ATNI in connection
with the Transaction or arising from or based upon any actions taken
by Mr. Prior or Old ATNI or any of its subsidiaries after the
consummation of the Transaction.
(iii) Xx. Xxxxxxx and New ATN will indemnify Mr. Prior and Old ATNI against
any claims by any stockholders of Old ATNI or New ATN arising from or
based upon any actions taken by Xx. Xxxxxxx or New ATN in connection
with the Transaction or
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arising from or based upon any actions taken by Xx. Xxxxxxx or New ATN
or any of its subsidiaries after the consummation of the Transaction.
9. Use of Name. At the time of the consummation of the Transaction, Old
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ATNI shall be entitled to the use of the corporate name "Atlantic Tele-Network,
Inc." On the Closing Date, New ATN shall adopt a name that may not be confused
or conflict with "Atlantic Tele-Network, Inc."
10. Additional Conditions to the Transaction. In addition to the conditions
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which may otherwise be set forth herein, the following shall be additional
conditions to the consummation of the Transaction:
(a) the receipt of all required third party consents and approvals,
including any which may be required from the Rural Telephone Finance
Corporation, the Rural Utilities Service and Northern Telecom International
Finance B.V.;
(b) the receipt by Xx. Xxxxxxx of the funds from the financing
necessary to make the Cash Payment;
(c) the receipt of an opinion from a nationally recognized investment
banking firm dated the date a definitive information statement is mailed to
the holders of Old
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ATNI common stock under the Securities Exchange Act of 1934, as amended,
and reconfirmed as of the Closing Date, to the effect that the Transaction
is fair from a financial point of view to the public stockholders of Old
ATNI;
(d) no material adverse change in the principal business of either of
New ATN or Old ATNI as each will be constituted subsequent to the Closing
Date;
(e) each of New ATN and Old ATNI shall have minimum available
borrowing capacity with reputable lenders or available cash on hand
necessary to assume or pay one half of Old ATNI's indebtedness to banks
outstanding on the Closing Date and to make all payments expected to be
required pursuant to Section 4 hereof;
(f) the receipt of customary officers' certificates and opinions of
counsel (including with respect to the tax free nature of the Transaction
and the treatment of the Cash Payment as long term capital gain) in form
and substance satisfactory to the parties;
(g) the receipt of all required governmental and regulatory approvals;
and
(h) the receipt of all required approvals of the stockholders and
Board of Directors of Old ATNI.
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11. Employee Benefit Matters. Each of the employee benefit and pension
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plans with respect to the employees employed in the business of Old ATNI or New
ATN, as the case may be, in existence prior to the Closing Date shall be adopted
in substantially similar form or remain in effect thereafter, as the case may
be, such that employees of each of Old ATNI and New ATN shall have the same
benefits after the consummation of the Transaction as they were entitled to
prior to the Closing Date. Obligations under any such employee benefit or
pension plan with respect to Messrs. Prior and Xxxxxxx shall be allocated to Old
ATNI and New ATN, as the case may be, and the funds held under any such plans
shall be divided and placed under control of trustees or custodians designated
by Old ATNI and New ATN, respectively.
12. Access to Information. Each of the parties shall give to the others
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reasonable access to information necessary to consummate the Transaction and
shall deliver at its expense applicable records to the other party which may
inadvertently remain in its possession after the Transaction. Each of the
parties shall be required to retain records of the other in its possession for
no less than five years from the Closing Date.
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13. Standstill Agreement. Neither Mr. Prior nor Xx. Xxxxxxx nor any of
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their affiliates shall directly or indirectly acquire more than 5% of the
outstanding voting securities of New ATN or Old ATNI, respectively, for a period
of ten years from the Closing Date.
14. Vitelcom, Inc. Personnel of Vitelcom, Inc. providing services for Mr.
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Prior's private wireless cable television business will continue to do so until
the Closing Date on the same basis as heretofore provided. Payments due and
owing from Mr. Prior shall be paid on an estimated basis, on the Closing Date
with final adjustment and payment to be made within 30 days after the Closing
Date. Any dispute as to the amount owing from Mr. Prior shall be determined by
Deloitte & Touche whose determination shall be final and binding on the parties.
15. Termination. This Agreement shall terminate upon the earlier of the
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execution of the Definitive Documentation or March 30, 1997 unless such date
shall have been extended by the parties. The Definitive Documentation shall
provide that such Definitive Documentation may be terminated if the Transaction
has not occurred on or prior to July 31, 1997 unless such date shall have been
extended by the parties.
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16. Further Assurances. Each party hereto agrees that it will from time to
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time on or after the Closing Date promptly do, execute, acknowledge and deliver
and will cause to be done, executed, acknowledged and delivered, all such
further acts, deeds, certificates, assignments, transfers, conveyances, powers
of attorney, assurances and other documents as may be requested by any other
party hereto to consummate the Transaction contemplated hereby.
17. Governing Law. This Agreement shall be construed and interpreted
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according to the laws of the State of New York applicable to a contract made and
to be performed entirely within such state.
18. Assignment. Neither this Agreement nor any right hereunder may be
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assigned by the parties hereto without the prior written consent of the other
parties. Subject to the foregoing, this Agreement shall be binding upon and
inure to the benefit of the successors, heirs, representatives and assigns of
each party hereto.
19. Amendment and Waiver. This Agreement may be amended only by an
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instrument in writing signed on behalf of each of the parties hereto. Any term,
condition or provision of this Agreement may be waived (if in writing) at any
time by
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the party or each of the parties entitled to the benefits thereof.
20. Notices. All notices, requests, demands, and other communications
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hereunder shall be in writing and shall be deemed to have been given if
delivered by hand, or when sent by telex or telecopier (with receipt confirmed)
or by registered mail, return receipt requested, addressed as follows (or to
such other address as a party may designate by notice to the others):
(a) If to Prior and Old ATNI:
Atlantic Tele-Network, Inc.
Estate Havensight
X.X. Xxx 0000
Xx. Xxxxxx, X.X. Xxxxxx Xxxxxxx 00000
(000) 000-0000
Attention: Xxxxxxxxx X. Prior
Telecopy: (000) 000-0000
with copies to:
Xxxxx X. Xxxxx, P.C.
Fried, Frank, Harris, Xxxxxxx
& Xxxxxxxx
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000
Telecopy: (000) 000-0000
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and to:
Xxxxx X. Xxxxxx, Esq.
Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000
Telecopy: (000) 000-0000
(b) If to Xxxxxxx and New ATN:
Atlantic Tele-Network, Inc.
Chase Financial Center
X.X. Xxx 0000
Xx. Xxxxx, X.X. Xxxxxx Xxxxxxx 00000-0000
(000) 000-0000
Attention: Xxxxxxx X. Xxxxxxx
Telecopy: (000) 000-0000
with copies to:
Xxxxx Xxxxxxx, Esq.
Xxxxxx Xxxxxx & Xxxxxxx
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000
Telecopy: (000) 000-0000
21. Counterparts. This Agreement may be executed simultaneously in two or
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more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
22. Headings References. The headings in the Articles and Sections of this
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Agreement are inserted for convenience only and shall not constitute a part
hereof. Unless otherwise indicated, all Section, Article, Exhibit and Schedule
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references are to Sections, Articles, Exhibits and Schedules of this Agreement.
23. Entire Agreement. This Agreement, including the agreements, schedules
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and Exhibits referred to herein, constitutes the entire understanding and
agreement of the parties hereto with respect to the subject matter covered
hereby and supersedes all other prior agreements and understandings, written or
oral, between the parties with respect to said subject matter.
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IN WITNESS WHEREOF, each of the Old ATNI, Prior and Xxxxxxx have caused
this Agreement to be executed on the date first written above.
ATLANTIC TELE-NETWORK, INC.
By: /s/Xxxxxxx X. Xxxxxxx
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Co-Chief Executive Office
By: /s/Xxxxxxxxx X. Prior, Jr.
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Co-Chief Executive Officer
By: /s/Xxxxxxxxx X. Prior, Jr.
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Xxxxxxxxx X. Prior
By: /s/Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
