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NTS, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

May 28, 2014



Item 1.01. Entry into a Material Definitive Agreement

On May 28, 2014, NTS, Inc. ("NTS" or the "Company") issued a promissory note (the "Note") in the aggregate principal amount of $2,000,000 to Lone Star Value Co-Invest I, LP, an affiliate of Jeffrey Eberwein, who serves on the Company's board of directors.

The Note matures upon the earlier of May 28, 2015 or the date of consummation of the merger pursuant to that certain Agreement and Plan of Merger dated October 20, 2013 by and among the Company, T3 North Intermediate Holdings, LLC, and North Merger Sub, Inc., as amended. The Note bears interest at 10% per annum, payable on a semi-annual basis and in the event of default, interest shall increase to the lesser of 12% per annum, compounded on a semi-annual basis, or the maximum interest rate permitted by law.

The foregoing is qualified in its entirety by a copy of the Note attached as Exhibit 10.158, which is incorporated herein by reference.

The Note was offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended since, among other things, the transaction did not involve a public offering and the securities were acquired for investment purposes only and not with a view to or for sale in connection with any distribution thereof.

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.

Exhibit No. Description 10.158 Promissory Note dated May 28, 2014 between Lone Star Value Co-Invest I, L.P. and NTS, Inc. 2



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Source: Edgar Glimpses


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