8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 27, 2013 (June 27, 2013)

NTS, INC.

(formerly Xfone, Inc.)

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

Commission File No. 001-32521

11-3618510

(I.R.S. Employer Identification Number)

5307 W. Loop 289

Lubbock, Texas 79414

 (Address of principal executive offices)

806-771-5212

 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

Background

As previously disclosed on Form 8-K filed with the U.S. Securities and Exchange Commission (the “Commission”) on October 6, 2011, on the same day, NTS, Inc. (f/k/a Xfone, Inc., the “Company”) entered into a term loan, guarantee and security agreement (the “Original ICON Agreement”), as amended by that certain Amended & Restated Consent, Waiver & Amendment Agreement dated November 1, 2011 by and between the following: (1) ICON Agent, LLC (the “Agent”), acting as agent for the Lenders signatory thereto; (2) the Company, as Guarantor; (3) Xfone USA, Inc., NTS Communications, Inc., Gulf Coast Utilities, Inc., eXpeTel Communications, Inc., NTS Construction Company, Garey M. Wallace Company, Inc., Midcom of Arizona, Inc., Communications Brokers, Inc., and NTS Management Company, LLC, acting as Borrowers and Guarantors; and (4) PRIDE Network, Inc., and NTS Telephone Company, LLC (together with the Borrowers and Guarantors acting as Credit Parties) that provided for a secured term loan in the amount of $7,500,000 (the “First ICON Loan”).

As previously disclosed on Form 8-K filed with the Commission on June 25, 2012, on June 22, 2012 the Company entered into Amendment No. 1 to the Original ICON Agreement (“Amendment No. 1”) providing for an additional secured term loan in the amount of $3,500,000, for the payment of all liabilities owed to Burlingame Equity Investors, LP (the “Second ICON Loan”), a secured delayed draw term loan in the amount of $3,100,000, for the purchase of equipment in connection with the Company's project to construct a fiber network in Wichita Falls, Texas (the “Third ICON Loan”), and certain other amendments to the Original ICON Agreement and the First ICON Loan as described in Amendment No. 1.

Each of the First ICON Loan, Second ICON Loan and Third ICON Loan bear interest at 12.75% per annum.

The fundings of the First ICON Loan and the Second ICON Loan were made on October 27, 2011 and June 22, 2012, respectively.

As previously disclosed on Form 10-Q filed with the Commission on August 13, 2012, on August 9, 2012, the Company entered into Amendment No. 2 to the Original ICON Agreement providing for revised amortization schedules of the First ICON Loan and the Second ICON Loan.

On September 27, 2012, the Company drew down the Third ICON Loan in the amount of $3,100,000.

As previously disclosed on Form 8-K filed with the Commission on February 12, 2013, on the same day, the Company entered into Amendment No. 3 to the Original ICON Agreement (“Amendment No. 3”) providing for (i) an additional secured delayed draw term loans in the aggregate amount of $6,000,000, bearing interest of 12.75% per annum for the purchase of equipment in connection with the Company's project to expand its fiber network in the region of West Texas (the “Fourth ICON Loan”), (ii) revised amortization schedules of the First ICON Loan, Second ICON Loan and Third ICON Loan (as described below), and (iii) certain other amendments to the  Original ICON Agreement (as amended by Amendment No. 1 and Amendment No. 2), described in Amendment No. 3.  

Pursuant to Amendment No. 3, the principal amount of the First ICON Loan is payable in 69 consecutive monthly installments with the first 27 monthly payments being payments of accrued interest only. The principal amount of the Second ICON Loan is payable in 61 consecutive monthly installments with the first 19 monthly payments being payments of accrued interest only. The principal amount of the Third ICON Loan is payable in 58 consecutive monthly installments with the first 16 monthly payments being payments of accrued interest only.

As previously disclosed on Form 8-K filed with the Commission on March 28, 2013 (the “March 28 8-K”), on the same day, the Company entered into Amendment No. 4 to the Original ICON Agreement (“Amendment No. 4”) which contains some definitional clarifications. In addition, the Company drew down on the Fourth ICON Loan in the aggregate amount of $1,700,000, payable in 51 consecutive monthly installments with the first 9 monthly payments being payments of accrued interest only.

A copy of Amendment No. 4 is attached hereto as Exhibit 10.154 and replaces and supersedes the exhibit filed with the March 28 8-K which contained certain immaterial errors and was incorrectly designated as Exhibit 10.153.

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Recent Developments

On June 27, 2013, the Company entered into Amendment No. 5 to the Original ICON Agreement (“Amendment No. 5”) which makes certain technical amendments to the Original ICON Agreement and waives a certain condition for the availability of the Fourth ICON Loan. Amendment No. 5 is attached hereto as Exhibit 10.155 and is incorporated herein by reference.

In addition, on June 27, 2013, the Company drew down on the Fourth ICON Loan in the aggregate amount of $4,300,000, payable in 48 consecutive monthly installments with the first 6 monthly payments being payments of accrued interest only.

Each of the foregoing loans are secured by a lien against all of each Borrower's and Guarantor's property and assets, whether real or personal, tangible or intangible, and whether now owned or hereafter acquired, or in which it now has or at any time in the future may acquire any right, title, or interest; provided, however, that none of the assets of PRIDE Network, Inc. and NTS Telephone Company, LLC are being used as collateral for the loans and are specifically excluded. 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d)          Exhibits.

Exhibit No.	Description
10.154	Amendment No. 4 to The Term Loan, Guarantee and Security Agreement dated  as of March 28, 2013
10.155	Amendment No. 5 to The Term Loan, Guarantee and Security Agreement dated  as of June 27, 2013

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NTS, Inc.
Date:  June  27, 2013	By:	/s/ Guy Nissenson
		Guy Nissenson
		President, Chief Executive Officer and Chairman of the Board of Directors

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EX-10.154

Exhibit 10.154

AMENDMENT NO. 4 TO

THE TERM LOAN, GUARANTEE AND SECURITY AGREEMENT

This AMENDMENT NO. 4, dated as of March 28, 2013 (this “Amendment”) to the Term Loan, Guarantee and Security Agreement dated as of October 6, 2011 as amended by the Amended & Restated Consent, Waiver & Amendment Agreement dated as of November 1, 2011, Amendment No.1 thereto dated as of June 22, 2012, Amendment No. 2 thereto dated as of August 9, 2012 and Amendment No. 3 dated February 12, 2013 (as so amended, the “Existing Credit Agreement”, and as amended by this Amendment and as the same may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) is agreed among NTS, INC. (f/k/a Xfone, Inc.), a Nevada corporation, XFONE USA, INC., a Mississippi corporation, NTS COMMUNICATIONS, INC., a Texas corporation, GULF COAST UTILITIES, INC., a Mississippi corporation, EXPETEL COMMUNICATIONS, INC., a Mississippi corporation, NTS CONSTRUCTION COMPANY, a Texas corporation, GAREY M. WALLACE COMPANY, INC., a Texas corporation, MIDCOM OF ARIZONA, INC., an Arizona corporation, COMMUNICATIONS BROKERS, INC., a Texas corporation, and NTS MANAGEMENT COMPANY, LLC, a Texas limited liability company (collectively referred to herein as the “Borrower”), the other Credit Parties signatory thereto, and ICON AGENT, LLC, a Delawarelimited liability company, as agent (in such capacity, “Agent”) for the several financial institutions from time to time party to the Credit Agreement (each herein referred to as a “Lender” and collectively, the “Lenders”).

W i t n e s s e t h :

Now, Therefore, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, the Borrower, the Agent and the Lenders agree, in accordance with the Existing Credit Agreement, to amend the Existing Credit Agreement to the extent provided for under Section 2 hereof.

Accordingly, the Borrower, the other Credit Parties, the Lenders and Agent each hereby agree as follows:

1. Defined Terms.  All capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Existing Credit Agreement.

2. Amendments

A. Schedule A to the Existing Credit Agreement is hereby amended by:

    (i)  inserting the following new defined terms in the appropriate alphabetical order:

 “RB3” means RB3, LLC and any third-party assignee of its right, title or interest in the Indebtedness owing to it as permitted by Section 5.1(h) of the Existing Credit Agreement including, but not limited to, TS Communications, Inc., HBK MFH II Corporation, and Atalaya Funding, LLC.

“Reach Broadband” means RB3 and Arklaoktex, LLC

3. Representations and Warranties.  Each Credit Party represents and warrants that:

(i) after giving effect to this Amendment, the representations and warranties contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if such representations and warranties had been made on and as of the date hereof (except to the extent that any such representations and warranties specifically relate to an earlier date,  in which case each Credit Party represents and warrants that such representations and warranties are true and correct in all material respects as of such earlier date); and

(ii) after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing on and as of the date hereof. 

4. Loan Document.  This Amendment is designated a Loan Document by Agent.

5. Full Force and Effect.  Except as expressly amended hereby, the Credit Agreement and the other Loan Documents shall continue unmodified and in full force and effect in accordance with the provisions thereof on the date hereof and each Credit Party reaffirms all of its obligations under the Credit Agreement and the other Loan Documents after giving effect to this Amendment.  This Amendment shall be limited precisely as drafted and shall not imply an obligation on the Agent or any Lender to consent to any matter on any future occasion. As used in the Credit Agreement, the terms “Agreement,” “this Agreement,” “this Credit Agreement,” “herein,” “hereafter,” “hereto,” “hereof” and words of similar import shall mean, unless the context otherwise requires, the Credit Agreement as amended by this Amendment.

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6. CHOICE OF LAW.  THIS AMENDMENT SHALL IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK WHICH ARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE.

7. Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument.

8. Headings.  The headings of this Amendment are for the purposes of reference only and shall not affect the construction of this Amendment.

IN WITNESS WHEREOF, this Amendment No. 4 to the Loan, Guarantee and Security Agreement has been duly executed as of the date first written above.

NTS, INC. (f/k/a/ Xfone, Inc.), as a Guarantor and Grantor		NTS CONSTRUCTION COMPANY, as Borrower and Grantor
By:	/s/ Guy Nissenson	By:	/s/ Guy Nissenson
Name:	Guy Nissenson	Name:	Guy Nissenson
Title:	President	Title:	President
XFONE USA, INC., as Borrower and Grantor		GAREY M. WALLACE COMPANY, INC., as Borrower and Grantor
By:	/s/ Guy Nissenson	By:	/s/ Guy Nissenson
Name:	Guy Nissenson	Name:	Guy Nissenson
Title:	President	Title:	President
NTS COMMUNICATIONS, INC., as Borrower and Grantor		MIDCOM OF ARIZONA, INC., as Borrower and Grantor
By:	/s/ Guy Nissenson	By:	/s/ Guy Nissenson
Name:	Guy Nissenson	Name:	Guy Nissenson
Title:	President	Title:	President
GULF COAST UTILITIES, INC., as Borrower and Grantor		COMMUNICATIONS BROKERS, INC., as Borrower and Grantor
By:	/s/ Guy Nissenson	By:	/s/ Guy Nissenson
Name:	Guy Nissenson	Name:	Guy Nissenson
Title:	President	Title:	President
EXPETEL COMMUNICATIONS, INC., as Borrower and Grantor		NTS TELEPHONE COMPANY, LLC, as Government Funded SPE and Credit Party
By:	/s/ Guy Nissenson	By:	/s/ Niv Krikov
Name:	Guy Nissenson	Name:	Niv Krikov
Title:	President	Title:	Manager
PRIDE NETWORK, INC., as Government Funded SPE and Credit Party		N.T.S. MANAGEMENT COMPANY, L.L.C., as Borrower and Grantor
By:	/s/ Guy Nissenson	By:	/s/ Niv Krikov
Name:	Guy Nissenson	Name:	Niv Krikov
Title:	President	Title:	Manager

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ICON AGENT, LLC, as Agent for the Lenders
By:	IEMC LLC, its Manager
By:	/s/ David J. Verlizzo
Name:	David J. Verlizzo
Title:	Senior Managing Director & Counsel
ICON ECI PARTNERS, L.P., as a Lender
By:	ICON ECI GP, LLC, its General Partner
By:	/s/ David J. Verlizzo
Name:	David J. Verlizzo
Title:	Senior Managing Director & Counsel
ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P., as a Lender
By:	ICON GP 14, LLC, its General Partner
By:	/s/ David J. Verlizzo
Name:	David J. Verlizzo
Title:	Senior Managing Director & Counsel
ICON ECI FUND FIFTEEN, L.P., as a Lender
By:	ICON GP 15, LLC, its General Partner
By:	/s/ David J. Verlizzo
Name:	David J. Verlizzo
Title:	Senior Managing Director & Counsel
HARDWOOD PARTNERS, LLC, as a Lender
By:	/s/ John Koren
Name:	John Koren
Title:	Manager
ICON Leasing Fund Eleven, LLC, as a Lender
By:	ICON Capital LLC, its Manager
By:	/s/ David J. Verlizzo
Name:	David J. Verlizzo
Title:	Senior Managing Director & Counsel
ICON Leasing Fund Twelve, LLC, as a Lender
By:	ICON Capital LLC, its Manager
By:	/s/ David J. Verlizzo
Name:	David J. Verlizzo
Title:	Senior Managing Director & Counsel

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EX-10.155

EXHIBIT 10.155

AMENDMENT NO. 5 TO

THE TERM LOAN, GUARANTEE AND SECURITY AGREEMENT

This AMENDMENT NO. 5, dated as of June 27, 2013 (this “Amendment”) to the Term Loan, Guarantee and Security Agreement dated as of October 6, 2011 as amended by the Amended & Restated Consent, Waiver & Amendment Agreement dated as of November 1, 2011, Amendment No.1 thereto dated as of June 22, 2012, Amendment No. 2 thereto dated as of August 9, 2012, Amendment No. 3 thereto dated February 12, 2013 and Amendment No. 4 thereto dated as of March 28, 2013 (as so amended, the “Existing Credit Agreement”, and as amended by this Amendment and as the same may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) is agreed among NTS, INC. (f/k/a Xfone, Inc.), a Nevada corporation, XFONE USA, INC., a Mississippi corporation, NTS COMMUNICATIONS, INC., a Texas corporation, GULF COAST UTILITIES, INC., a Mississippi corporation, EXPETEL COMMUNICATIONS, INC., a Mississippi corporation, NTS CONSTRUCTION COMPANY, a Texas corporation, GAREY M. WALLACE COMPANY, INC., a Texas corporation, MIDCOM OF ARIZONA, INC., an Arizona corporation, COMMUNICATIONS BROKERS, INC., a Texas corporation, and NTS MANAGEMENT COMPANY, LLC, a Texas limited liability company (collectively referred to herein as the “Borrower”), the other Credit Parties signatory thereto, and ICON AGENT, LLC, a Delawarelimited liability company, as agent (in such capacity, “Agent”) for the several financial institutions from time to time party to the Credit Agreement (each herein referred to as a “Lender” and collectively, the “Lenders”).

W i t n e s s e t h :

Now, Therefore, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, the Borrower, the Agent and the Lenders agree, in accordance with the Existing Credit Agreement, to amend the Existing Credit Agreement to the extent provided for under Section 2 hereof.

Accordingly, the Borrower, the other Credit Parties, the Lenders and Agent each hereby agree as follows:

1.Defined Terms.  All capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Existing Credit Agreement.

2.Amendments

A.Section 7.1 (q) of the Existing Credit Agreement is hereby amended by (i) deleting the reference to “$3,000,000” in the paragraph and replacing it with “$2,000,000”; and (ii) deleting the reference to “June 30, 2013” in the paragraph and replacing it with “October 31, 2013”; and

B.Section 7.1(r) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with “Intentionally Omitted”.

3.Waiver

A.Borrower’s obligation to comply with Section 2.4 (a)(ii) of the Existing Credit Agreement as a condition precedent to the availability of the Delayed Draw Term Loan B is hereby waived.

4.Representations and Warranties.  Each Credit Party represents and warrants that:

(i)after giving effect to this Amendment, the representations and warranties contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if such representations and warranties had been made on and as of the date hereof (except to the extent that any such representations and warranties specifically relate to an earlier date, in which case each Credit Party represents and warrants that such representations and warranties are true and correct in all material respects as of such earlier date); and

(ii)after giving effect to this Amendment, no Default or Event of Default will have occurred and be continuing on and as of the date hereof.

5.Loan Document.  This Amendment is designated a Loan Document by Agent.

6.Full Force and Effect.  Except as expressly amended hereby, the Credit Agreement and the other Loan Documents shall continue unmodified and in full force and effect in accordance with the provisions thereof on the date hereof and each Credit Party reaffirms all of its obligations under the Credit Agreement and the other Loan Documents after giving effect to this Amendment.  This Amendment shall be limited precisely as drafted and shall not imply an obligation on the Agent or any Lender to consent to any matter on any future occasion. As used in the Credit Agreement, the terms “Agreement,” “this Agreement,” “this Credit Agreement,” “herein,” “hereafter,” “hereto,” “hereof” and words of similar import shall mean, unless the context otherwise requires, the Credit Agreement as amended by this Amendment.

7.CHOICE OF LAW.  THIS AMENDMENT SHALL IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK WHICH ARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE.

8.Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one instrument.

9.Headings.  The headings of this Amendment are for the purposes of reference only and shall not affect the construction of this Amendment.

IN WITNESS WHEREOF, this Amendment No. 5 to the Loan, Guarantee and Security Agreement has been duly executed as of the date first written above.

NTS, INC. (f/k/a/ Xfone, Inc.), as a Guarantor and Grantor		NTS CONSTRUCTION COMPANY, as Borrower and Grantor
By:	/s/ Guy Nissenson	By:	/s/ Guy Nissenson
Name:	Guy Nissenson	Name:	Guy Nissenson
Title:	President and CEO	Title:	President
XFONE USA, INC., as Borrower and Grantor		GAREY M. WALLACE COMPANY, INC., as Borrower and Grantor
By:	/s/ Guy Nissenson	By:	/s/ Guy Nissenson
Name:	Guy Nissenson	Name:	Guy Nissenson
Title:	President and CEO	Title:	President
NTS COMMUNICATIONS, INC., as Borrower and Grantor		MIDCOM OF ARIZONA, INC., as Borrower and Grantor
By:	/s/ Guy Nissenson	By:	/s/ Guy Nissenson
Name:	Guy Nissenson	Name:	Guy Nissenson
Title:	President and CEO	Title:	President
GULF COAST UTILITIES, INC., as Borrower and Grantor		COMMUNICATIONS BROKERS, INC., as Borrower and Grantor
By:	/s/ Guy Nissenson	By:	/s/ Guy Nissenson
Name:	Guy Nissenson	Name:	Guy Nissenson
Title:	President and CEO	Title:	President
EXPETEL COMMUNICATIONS, INC., as Borrower and Grantor		NTS TELEPHONE COMPANY, LLC, as Government Funded SPE and Credit Party
By:	/s/ Guy Nissenson	By:	/s/ Guy Nissenson
Name:	Guy Nissenson	Name:	Guy Nissenson
Title:	President and CEO	Title:	Manager
PRIDE NETWORK, INC., as Government Funded SPE and Credit Party		N.T.S. MANAGEMENT COMPANY, L.L.C., as Borrower and Grantor
By:	/s/ Guy Nissenson	By:	/s/ Guy Nissenson
Name:	Guy Nissenson	Name:	Guy Nissenson
Title:	President	Title:	Manager

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ICON AGENT, LLC, as Agent for the Lenders
By:	IEMC LLC, its Manager
By:	/s/ Michael A. Reisner
Name:	Michael A. Reisner
Title:	Co-President & Co-CEO
ICON ECI PARTNERS, L.P., as a Lender
By:	ICON ECI GP, LLC, its General Partner
By:	/s/ Michael A. Reisner
Name:	Michael A. Reisner
Title:	Co-President & Co-CEO
ICON Equipment and Corporate Infrastructure Fund Fourteen, L.P., as a Lender
By:	ICON GP 14, LLC, its General Partner
By:	/s/ Michael A. Reisner
Name:	Michael A. Reisner
Title:	Co-President & Co-CEO
ICON ECI FUND FIFTEEN, L.P., as a Lender
By:	ICON GP 15, LLC, its General Partner
By:	/s/ Michael A. Reisner
Name:	David J. Verlizzo
Title:	Co-President & Co-CEO
HARDWOOD PARTNERS, LLC, as a Lender
By:	/s/ John Koren
Name:	John Koren
Title:	Manager
ICON Leasing Fund Eleven, LLC, as a Lender
By:	ICON Capital LLC, its Manager
By:	/s/ Michael A. Reisner
Name:	Michael A. Reisner
Title:	Co-President & Co-CEO
ICON Leasing Fund Twelve, LLC, as a Lender
By:	ICON Capital LLC, its Manager
By:	/s/ Michael A. Reisner
Name:	Michael A. Reisner
Title:	Co-President & Co-CEO

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