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

Background

As previously disclosed on Form 8-K filed with the 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, 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 (the "Third ICON Loan"), and certain other amendments to the First ICON Loan as described in Amendment No. 1.

Pursuant to Amendment No. 1, the principal amount of the First ICON Loan, bearing interest of 12.75% per annum, is payable in 68 consecutive monthly installments with the first 20 monthly payments being payments of accrued interest only. The principal amount of the Second ICON Loan, bearing interest of 12.75% per annum, is payable in 60 consecutive monthly installments with the first 12 monthly payments being payments of accrued interest only.

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

Recent Development

On September 27, 2012, the Company drew down the Third ICON Loan in the amount of $3,100,000. The principal amount of the Third ICON Loan bears interest at 12.75% per annum and is payable in 58 consecutive monthly installments with the first 10 monthly payments being payments of accrued interest only.

Each of the 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.

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