DATED AS OF MAY 14, 1999 BY AND AMONGStockholders' Agreement • July 7th, 1999 • Alec Holdings Inc • New York
Exhibit 2.2 ASSET PURCHASE AGREEMENT By and Between ALASKA COMMUNICATIONS SYSTEMS, INC.Asset Purchase Agreement • July 7th, 1999 • Alec Holdings Inc • Alaska
EXHIBIT 10.14 UNDERWRITING AGREEMENT April 28, 2003 ACS MEDIA INCOME FUND 79 Wellington Street West Suite 3000 Toronto, Ontario M5A 4R4 ATTENTION: Trustees - and - ACS MEDIA LLC 3601 C Street Anchorage, Alaska 99503 ATTENTION: President - and - ALASKA...Underwriting Agreement • May 6th, 2003 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone)
May 11, 1999 Chase Securities Inc. CIBC World Markets Corp. Credit Suisse First Boston Corporation c/o Chase Securities Inc. 270 Park Avenue, 4th floor New York, New York 10017 Ladies and Gentlemen: Alaska Communications Systems Holdings, Inc....Purchase Agreement • July 7th, 1999 • Alec Holdings Inc • New York
WITNESSETH:Stockholders' Agreement • October 8th, 1999 • Alec Holdings Inc • Telephone communications (no radiotelephone) • New York
and -Investment Agreement • May 6th, 2003 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • Ontario
WITNESSETH:Stockholders' Agreement • November 17th, 1999 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • New York
Exhibit 4.9 SECOND AMENDMENT TO INDENTURE SECOND AMENDMENT TO INDENTURE (this "Second Amendment") dated as of November ____, 1999, among ALASKA COMMUNICATIONS SYSTEMS GROUP, INC. (formerly known as ALEC Holdings, Inc.), a Delaware corporation (the...Indenture • November 17th, 1999 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • New York
Exhibit 10.14 ALASKA COMMUNICATIONS SYSTEMS GROUP, INC. 600 TELEPHONE AVENUE ANCHORAGE, AK 99503 February 18, 2004 Mr. David Wilson 19500 Pruneridge Avenue, No 1308 Cupertino CA 95014-6705 Re: Employment Agreement Dear Mr. Wilson: This letter...Employment Agreement • March 30th, 2004 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • Alaska
NON-QUALIFIED STOCK OPTION AGREEMENT OF ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.Non-Qualified Stock Option Agreement • October 6th, 2004 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • Delaware
May 14, 1999 Chase Securities Inc. CIBC World Markets Corp. Credit Suisse First Boston Corporation c/o Chase Securities Inc. 270 Park Avenue, 4th floor New York, New York 10017 Ladies and Gentlemen: Alaska Communications Systems Holdings, Inc....Exchange and Registration Rights Agreement • July 7th, 1999 • Alec Holdings Inc • New York
UNDERWRITING AGREEMENT _________________________________________Underwriting Agreement • November 17th, 1999 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • New York
May 3, 2001Employment Agreement • April 30th, 2002 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • Delaware
AGREEMENT AND PLAN OF MERGER by and among ALASKA COMMUNICATIONS SYSTEMS GROUP, INC., PROJECT 8 BUYER, LLC, and PROJECT 8 MERGERSUB, INC. December 31, 2020Merger Agreement • January 4th, 2021 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated December 31, 2020, is entered into by and among Alaska Communications Systems Group, Inc., a Delaware corporation (the “Company”), Project 8 Buyer, LLC, a Delaware limited liability company (“Parent”), and Project 8 MergerSub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
FORM T-1Statement of Eligibility • July 7th, 1999 • Alec Holdings Inc
EXHIBIT 10.12Credit Agreement • July 31st, 2002 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • New York
dated as of May 14, 1999, amongCredit Agreement • July 7th, 1999 • Alec Holdings Inc • New York
EXHIBIT 10.15Credit Agreement • May 13th, 2003 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • New York
May 3, 2001Employment Agreement • April 30th, 2002 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • Delaware
CREDIT AGREEMENT dated as of October 21, 2010, among ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC., as Borrower and ALASKA COMMUNICATIONS SYSTEMS GROUP, INC., as Parent and The Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative...Credit Agreement • October 26th, 2010 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • New York
CREDIT AGREEMENT, dated as of October 21, 2010, among ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC., as Borrower, ALASKA COMMUNICATIONS SYSTEMS GROUP, INC., as Parent, the several banks and other financial institutions or entities from time to time parties to this Agreement, as lenders (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
AGREEMENT AND PLAN OF MERGER by and among ALASKA COMMUNICATIONS SYSTEMS GROUP, INC., JUNEAU PARENT CO, INC., and JUNEAU MERGER CO, INC. November 3, 2020Merger Agreement • November 3rd, 2020 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated November 3, 2020, is entered into by and among Alaska Communications Systems Group, Inc., a Delaware corporation (the “Company”), Juneau Parent Co, Inc., a Delaware corporation (“Parent”), and Juneau Merger Co, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
110,000,000 AGGREGATE PRINCIPAL AMOUNTPurchase Agreement • April 14th, 2008 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • New York
Alaska Communications Systems Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several purchasers named in Schedule A (the “Initial Purchasers”) $110,000,000 in aggregate principal amount of its 5.75% Convertible Notes due 2013 (the “Firm Notes”), guaranteed on a joint and several basis by the subsidiaries of the Company listed in Schedule D and each domestic subsidiary of the Company hereafter created or acquired, other than its license subsidiaries, (the “Guarantors,” and such guarantees, the “Firm Guarantees”). In addition, the Company has granted to the Initial Purchasers an option to purchase up to an additional $15,000,000 in aggregate principal amount of its 5.75% Convertible Notes due 2013 (the “Optional Notes” and, together with the Firm Notes, the “Notes”), as provided in Section 2, guaranteed by the Guarantors (such guarantees, the “Optional Guarantees” and, together with the Firm Guarantees, the “Guarantees”). Banc of America Securities
SECTION 382 TAX BENEFITS PRESERVATION PLAN by and between ALASKA COMMUNICATIONS SYSTEMS GROUP, INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent, Dated as of January 8, 2018Tax Benefits Preservation Plan • January 9th, 2018 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • Delaware
WHEREAS, the Company and certain of its Subsidiaries (as hereinafter defined) have generated certain Tax Benefits (as hereinafter defined) for United States federal income tax purposes, such Tax Benefits may potentially provide valuable benefits to the Company, the Company desires to avoid an “ownership change” within the meaning of Section 382 (as hereinafter defined), and the Treasury Regulations (as hereinafter defined) promulgated thereunder, and thereby preserve its ability to utilize such Tax Benefits, and, in furtherance of such objective, the Company desires to enter into this Agreement; and
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among ALASKA COMMUNICATIONS SYSTEMS GROUP, INC., JUNEAU PARENT CO, INC., and JUNEAU MERGER CO, INC. December 10, 2020Agreement and Plan of Merger • December 10th, 2020 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated December 10, 2020, is entered into by and among Alaska Communications Systems Group, Inc., a Delaware corporation (the “Company”), Juneau Parent Co, Inc., a Delaware corporation (“Parent”), and Juneau Merger Co, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC., the Guarantors listed herein and The Bank of New York Mellon Trust Company, N.A., as Trustee INDENTURE Dated as of May 10, 2011 6.25% Convertible Notes due 2018Indenture • May 11th, 2011 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • New York
INDENTURE, dated as of May 10, 2011, among Alaska Communications Systems Group, Inc., a Delaware corporation, as issuer (hereinafter sometimes called the “Company”, as more fully set forth in Section 1.01), the guarantors party hereto (the “Guarantors”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (hereinafter sometimes called the “Trustee”, as more fully set forth in Section 1.01).
EXHIBIT 1.1 EXECUTION COPY CONSENT AND AMENDMENT NO. 1Credit Agreement • July 21st, 2005 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • New York
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC. 8,823,530 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • January 27th, 2005 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • New York
Alaska Communications Systems Group, Inc., a Delaware corporation (the "Company"), proposes to issue and sell (the "Offering") to the several Underwriters listed in Schedule I hereto (the "Underwriters"), for whom J.P. Morgan Securities Inc., CIBC World Markets Corp. and Banc of America Securities LLC are acting as representatives (collectively, the "Representatives"), an aggregate of 8,823,530 shares, of common stock, par value $0.01 per share of the Company (the "Underwritten Shares") and, at the option of the Underwriters, up to an additional 1,323,530 shares, of common stock, par value $0.01 per share, of the Company (the "Option Shares"). The Underwritten Shares and the Option Shares are herein referred to as the "Shares". The shares of common stock, par value $0.01 per share of the Company to be outstanding after giving effect to the sale of the Shares are herein referred to as the "Stock".
Employment AgreementEmployment Agreement • August 7th, 2015 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone)
This Employment Agreement (“Agreement”) is entered into between Alaska Communications Systems Group, Inc., a Delaware corporation, its subsidiaries, affiliates and any business ventures in which they may participate (collectively “ACS” or “the Company”) and Anand Vadapalli (“Executive”). ACS and Executive are also referred to herein individually as a “Party” and collectively as the “Parties.”
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC. DUE 2013 Resale Registration Rights Agreement dated April 8, 2008Resale Registration Rights Agreement • April 14th, 2008 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • New York
RESALE REGISTRATION RIGHTS AGREEMENT, dated as of April 8, 2008, among Alaska Communications Systems Group, Inc., a Delaware corporation (together with any successor entity, herein referred to as the “Company”), the guarantors of the Notes (the “Guarantors”) named in the Purchase Agreement (as defined below), Banc of America Securities LLC and Oppenheimer & Co. Inc as initial purchasers (the “Initial Purchasers”) under the Purchase Agreement (as defined below).
ASSET PURCHASE AND CONTRIBUTION AGREEMENT DATED AS OF JUNE 4, 2012 BY AND AMONG ALASKA COMMUNICATIONS SYSTEMS GROUP, INC., ACS WIRELESS, INC., GENERAL COMMUNICATION, INC., GCI WIRELESS HOLDINGS, LLC AND THE ALASKA WIRELESS NETWORK, LLCAsset Purchase and Contribution Agreement • October 4th, 2012 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • Delaware
This ASSET PURCHASE AND CONTRIBUTION AGREEMENT (this “Agreement”) is dated as of June 4, 2012, by and among Alaska Communications Systems Group, Inc., a Delaware corporation (“ACS”), ACS Wireless, Inc., an Alaska corporation (“ACS Member”), General Communication, Inc., an Alaska corporation (“GCI”), GCI Wireless Holdings, LLC, an Alaska limited liability company (the “GCI Member”) and The Alaska Wireless Network, LLC, a Delaware limited liability company (the “Company”). Capitalized terms used and not otherwise defined in this Agreement have the meanings given such terms in Section 1.
CREDIT AGREEMENT by and among ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC., as the Borrower THE GUARANTORS PARTY HERETO, COBANK, ACB, as Administrative Agent, an Issuing Lender and Swing Line Lender, ING CAPITAL LLC, as Syndication Agent, and THE...Credit Agreement • November 5th, 2015 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • New York
THIS CREDIT AGREEMENT (this “Agreement”) is dated as of September 14, 2015 and is made by and among ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC., a Delaware corporation, as BORROWER (as hereinafter defined), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), COBANK, ACB, in its capacity as Administrative Agent for the Secured Parties and as an Issuing Lender and Swing Line Lender (each as hereinafter defined), and ING CAPITAL LLC, as Syndication Agent.
AMENDMENT NO. 1 TO AMENDED AND RESTATED MERGER AGREEMENTMerger Agreement • December 22nd, 2020 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone)
This Amendment No. 1, dated as of December 21, 2020 (this “Amendment”) to the Amended and Restated Merger Agreement, dated as of December 10, 2020 (the “A&R Merger Agreement”) by and among (i) Alaska Communications Systems Group, Inc., a Delaware corporation (the “Company”), (ii) Juneau Parent Co, Inc., a Delaware corporation (“Parent”) and (iii) Juneau Merger Co, Inc., a Delaware corporation (“Merger Sub”). The Company, Parent and Merger Sub shall be referred to herein from time to time collectively as the “parties”. Unless otherwise defined herein, capitalized terms shall have the meaning set forth in the A&R Merger Agreement.
EXHIBIT 10.11 [THE SEAL OF THE STATE OF ALASKA] COMPREHENSIVE TELECOMMUNICATIONS SERVICE AGREEMENTComprehensive Telecommunications Service Agreement • March 29th, 2002 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • Alaska
COOPERATION AGREEMENTCooperation Agreement • May 9th, 2018 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • Delaware
This AGREEMENT, dated as of May 9, 2018 (this “Agreement”), is made and entered into by Alaska Communications Systems Group, Inc., a Delaware corporation (the “Company”), and each of the persons set forth on the signature page hereto (each, an “Investor” and collectively, the “Investors” or, with their respective affiliates and associates, the “Investor Group”). The Company and each of the Investors are each herein referred to as a “party” and collectively, the “parties.”
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC. TIME-BASED CASH AWARD AGREEMENTTime-Based Cash Award Agreement • September 13th, 2018 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • Delaware
