EXHIBIT 10.6
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AGREEMENT, dated as of May 10, 1990, made by and among VIRGIN ISLANDS
TELEPHONE CORPORATION ("Vitelco" or the "Mortgagor"), a corporation existing
under the laws of the United States Virgin Islands, VITELCOM, Inc., a
corporation existing under the laws of the United States Virgin Islands
("VITELCOM"), and the RURAL TELEPHONE FINANCE COOPERATIVE (the "RTFC").
WHEREAS Vitelco, VITELCOM, RTFC, and UNITED STATES OF AMERICA (the
"Government") have entered into that certain Supplemental Mortgage and Security
Agreement, dated as of May 29, 1990 (the "Joint Mortgage"); and
WHEREAS Vitelco, VITELCOM, and RTFC as among them have reached certain
agreements and understandings in addition to those contained in the Joint
Mortgage; and
WHEREAS Vitelco, VITELCOM and RTFC desire as between them to be bound
by those certain agreements and understandings; and
WHEREAS Vitelco, VITELCOM and RTFC are authorized to enter into this
Agreement;
NOW, THEREFORE, in consideration of the premises, the parties hereto
agree as follows:
SECTION 1. Defined Terms. Unless otherwise defined herein, terms which
are defined in the Joint Mortgage and used herein are so used as so defined.
SECTION 2. Additional Notes Secured by the Joint Mortgage. RTFC hereby
consents that the Mortgagor may execute and deliver Additional REA Notes to
evidence up to $96,000,000 aggregate principal amount of loans from the
Government to the Mortgagor without regard to the limitations contained in
Section 2.01(b) of the Joint Mortgage.
SECTION 3. Preservation of Corporate Existence, etc. As between the
parties to this Agreement, Section 3.04(a) of the Joint Mortgage shall be
construed to read as follows:
(a) The Mortgagor will at all times, so long as any of the Notes shall
be outstanding, take or cause to be taken all such action as from time to time
may be necessary to preserve its corporate existence and to preserve and renew
all material franchises, rights of way, easements, permits and licenses now or
hereafter to it granted or upon it conferred, and
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will comply with all valid laws, ordinances, regulations and requirements
applicable to it or its property, the failure to comply with which would have a
material adverse effect on the business, financial condition or prospects of the
Mortgagor.
SECTION 4. Limitations on Contracts. As between the parties to this
Agreement, Section 3.09(a) of the Joint Mortgage shall be construed to read as
follows:
(a) enter into any contract for management of its business or any part
thereof, for the operation or maintenance of all or any part of its property,
for the use by others of any of the Mortgage Property, to the extent that such
use by others would be likely to materially impair the Mortgagor's ability to
conduct its business in the ordinary course, or for toll traffic, operator
assistance, extended area service or switching services to be furnished by or
for connection companies or other companies; provided, however, that such
approval shall not be required for any toll traffic or operator assistance
contract which in form and substance conforms with contracts in general use in
the telephone industry; or
SECTION 5. Insurance; Restoration of Damaged Mortgaged Property. As
between the parties to this Agreement, Section 3.07(b) of the Joint Mortgage
shall be construed to read as follows:
In the event of damage to or the destruction or loss of any portion of
the Mortgaged Property which shall be covered by insurance, the proceeds thereof
(the "Insurance Proceeds") shall be immediately deposited in the Special
Construction Account and shall be applied by the Mortgagor, at the option of the
Mortgagor:
(i) to replace or restore such damaged, destroyed or lost portion so
that the Mortgaged Property shall be in substantially the same condition as
it was in prior to such damage, destruction or loss promptly after such
damage, destruction or loss shall have occurred, and to pay or cause to be
paid out of the proceeds of such insurance all costs and expenses in
connection therewith so that such replacement or restoration shall be so
completed that the portion of the Mortgaged Property so replaced or
restored shall be free and clear of all mechanics' liens and other claims;
or
(ii) to the payment of indebtedness secured by this Mortgage as
provided in Section 3.03 hereof; or
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(iii) for retention in the Special Construction Account for
disposition pursuant to Section 3.23 hereof.
SECTION 6. Payment of Dividends, etc. RTFC agrees that, so long as all
the indebtedness of the Mortgagor to RTFC which is secured by the Joint Mortgage
is guaranteed by Mortgagor's parent company, Atlantic Tele-Network Co., the
provisions of Section 3.15 of the Joint Mortgage and the provisions of the
authorization letter from the REA and RFTC to Mortgagor ("Letter of
Authorization") relating to said Section 3.15 of the Joint Mortgage are solely
for the protection of the REA and may be waived or amended by the REA at any
time without the consent of RTFC.
SECTION 7. Letter of Authorization. If RTFC shall modify or terminate
any provision in Section 1 of the Letter of Authorization without the written
approval of the Mortgagor, Mortgagor's obligations to make prepayments to RTFC
under clause (i) of Section 2.04(c) of the Loan Agreement dated as of December
19, 1987 by and among Atlantic Tele-Network Co., the Mortgagor and RTFC, as
heretofore amended, shall terminate.
SECTION 8. Counterparts. This Agreement may be executed by one or more
of the parties to this Agreement on any number of separate counterparts and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.
VIRGIN ISLANDS TELEPHONE CORPORATION
By: /s/ Xxxxxxxxx X. Prior, Jr.
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Title: Chairman
VITELCOM, INC.
By: /s/ Xxxxxxxxx X. Prior, Jr.
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Title: Secretary
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RURAL TELEPHONE FINANCE COOPERATIVE
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Assistant Secretary-Treasurer
