EXHIBIT 10.15
EXECUTION COPY
AMENDMENT AND WAIVER dated as of March 28, 2003 (this
"Amendment"), to the Credit Agreement dated as of May 14, 1999
(as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among ALASKA COMMUNICATIONS
SYSTEMS GROUP, INC., a Delaware corporation ("Holdings"),
ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC., a Delaware
corporation (the "Borrower"), the lenders party thereto,
JPMORGAN CHASE BANK (formerly known as THE CHASE MANHATTAN
BANK), a New York banking corporation, as Administrative
Agent, CANADIAN IMPERIAL BANK OF COMMERCE, as Syndication
Agent, and CREDIT SUISSE FIRST BOSTON CORPORATION, as
Documentation Agent.
A. Pursuant to the Credit Agreement, the Lenders have extended
credit, and have agreed to extend additional credit, to the Borrower, in each
case pursuant to the terms and subject to the conditions set forth therein.
B. Holdings and the Borrower have requested that certain provisions
of the Credit Agreement be amended and waived as set forth herein.
C. The undersigned Lenders are willing so to amend and waive certain
provisions of the Credit Agreement pursuant to the terms and subject to the
conditions set forth herein.
D. Capitalized terms used but not defined herein have the meanings
assigned to them in the Credit Agreement, as amended hereby.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, and subject to the conditions set forth
herein, the parties hereto hereby agree as follows:
SECTION 1. Waivers. (a) The Required Lenders hereby waive compliance
with Sections 6.04 and 6.08 of the Credit Agreement to the extent necessary to
permit (i) any purchases by Holdings on or after the date on which this
Amendment becomes effective of common Equity Interests issued by Holdings and
(ii) the payment of dividends or the making of any loans or other transfers by
the Borrower to Holdings on or after the date on which this Amendment becomes
effective to the extent necessary to provide Holdings with the funds necessary
to effect any such purchases; provided that (i) at any time, the aggregate
consideration, fees and expenses paid by Holdings at or prior to such time in
connection with such purchases shall not exceed the amount equal to (A) 25% of
the aggregate amount of Net Proceeds of the ACS Media Transaction and all ACS
Media Dispositions received by the Borrower or any Subsidiary at or prior to
such time minus (B) the aggregate amount in excess of $15,000,000 of such Net
Proceeds used at or prior to such time to effect any investment pursuant to
clause (o)(ii) of Section 6.04 of the Credit Agreement minus (C) the aggregate
amount in excess of $2,700,000 of purchases by Holdings of common Equity
Interests issued by Holdings in reliance on the waiver contained in Section 1 of
the Amendment and Waiver to the Credit Agreement dated as of June 27, 2002 (the
"June Waiver"), (ii) no Default shall exist at the time of any such purchase,
(iii) all such purchases shall be made using existing cash of Holdings, the
Borrower or any Subsidiary or cash received by the Borrower or any Subsidiary as
consideration for the ACS Media Transaction or any ACS Media Disposition and
(iv) subsequent to the consummation of the ACS Media Transaction (other than
clause (h) of the definition of the term ACS Media Transaction), Holdings may
not purchase additional common Equity Interests issued by Holdings in reliance
on the June Waiver.
(b) The Required Lenders hereby waive compliance with Sections 5.12,
6.01, 6.02, 6.03, 6.04, 6.05, 6.08 and 6.10 of the Credit Agreement to the
extent necessary to permit the consummation of the ACS Media Transaction (other
than clause (h) of the definition of the term ACS Media Transaction); provided
that such waiver shall cease to be effective (and the Lenders shall have all
rights that would have existed if such waiver had never been given) if any
Default or Event of Default that would have occurred as a result of the ACS
Media Transaction in the absence of the foregoing waiver does not cease to exist
on or before 12:00 noon, New York City time, two Business Days following the
consummation of the ACS Media Transaction (other than clause (h) of the
definition of the term ACS Media Transaction).
SECTION 2. Amendments to Section 1.01. (a) The definition of the
term "Prepayment Event" in Section 1.01 of the Credit Agreement is hereby
amended by inserting immediately after the text "other than Indebtedness
permitted pursuant to Section 6.01" in clause (d) of such definition the text
"(other than Indebtedness permitted pursuant to clause (xi) of Section
6.01(a))".
(b) The definition of the term "Senior Subordinated Notes" in
Section 1.01 of the Credit Agreement is hereby amended by inserting immediately
after the text "pursuant to the Subordinated Debt Documents" the text "on the
Closing Date".
(c) The definition of the term "Subordinated Debt Documents" in
Section 1.01 of the Credit Agreement is hereby deleted in its entirety and
replaced with the following:
"Subordinated Debt Documents" means the indentures or other
agreements under which the Senior Subordinated Notes or any High
Yield Notes are issued and all other instruments, agreements and
other documents evidencing or governing the Senior Subordinated
Notes or any High Yield Notes or providing for any Guarantee or
other right in respect thereof.
(d) The definition of the term "Subsidiary Loan Party" in Section
1.01 of the Credit Agreement is hereby deleted in its entirety and replaced with
the following:
"Subsidiary Loan Party" means any Subsidiary other than (i) a
Foreign Subsidiary, (ii) ACS Holdings to the extent, and only to the
extent, that it complies with the limitations on its business,
activities, assets and liabilities set forth in Section 6.03(f) and
(iii) ACS Media LLC to the extent, and only to the extent, that it
has no more than $5,000 in total assets and does not engage in any
business or activity (including acquiring any assets or incurring
any liabilities other than liabilities incidental to its existence).
(e) The following new definitions are added to Section 1.01 of the
Credit Agreement in the appropriate alphabetical order:
"ACS Holdings" means ACS Media Holdings LLC, a Delaware
limited liability company and a wholly owned subsidiary of ACS
InfoSource, Inc., an Alaska corporation and Subsidiary.
"ACS Media Investment Agreement" means the investment
agreement to be entered into by and between ACS Media Income Fund,
ACS Media Canada Inc., ACS InfoSource, Inc., the Borrower, ACS
Holdings and ACS Media LLC, and the terms and conditions of which
shall be consistent with those described in the ACS Media
Prospectus, and otherwise reasonably satisfactory to the
Administrative Agent.
"ACS Media Disposition" means any disposition by ACS Holdings
of (a) any Equity Interests in ACS Media LLC that ACS Holdings owns
immediately following the sale to ACS Media Canada Inc. pursuant to
clause (f) of the definition of the term ACS Media Transaction or
(b) any trust units of ACS Media Income Fund acquired by ACS
Holdings pursuant to the exchange described in clause (h) of the
definition of the term ACS Media Transaction, in each case to a
Person other than the Borrower or any Subsidiary Loan Party on terms
and conditions
reasonably satisfactory to the Administrative Agent and solely for
cash consideration that shall be payable on the date of such
disposition.
"ACS Media Prospectus" means the preliminary prospectus of ACS
Media Income Fund dated March 6, 2003 (as amended and restated in a
form reasonably satisfactory to the Administrative Agent and not
materially adverse to the Lenders).
"ACS Media Transaction" means, in each case upon the terms and
subject to the conditions set forth in the ACS Media Investment
Agreement, (a) the contribution by ACS InfoSource, Inc. ("ACS
InfoSource") of substantially all its assets and liabilities (the
"ACS Media Business") to ACS Holdings immediately prior to the
consummation of the transaction referred to in clause (f) of this
definition and for consideration consisting of (i) 100% of the
Equity Interests of ACS Holdings and (ii) unsecured subordinated
notes (the "ACS Holdings Notes") to be issued by ACS Holdings in a
form substantially similar to the unsecured subordinated notes (the
"ACS Canada Notes") issued by ACS Media Canada Inc. ("ACS Canada")
described in the ACS Media Prospectus; (b) the contribution by ACS
Holdings of the ACS Media Business to ACS Media LLC immediately
prior to the consummation of the transaction referred to in clause
(f) of this definition and for consideration consisting of 100% of
the Equity Interests of ACS Media LLC; (c) the guarantee by ACS
Media LLC of the obligations of ACS Holdings under the ACS Holdings
Notes; (d) the borrowing by ACS Media LLC under a new senior secured
credit facility (the "New Facility") to be obtained by it
substantially simultaneously with or immediately prior to the
consummation of the transaction referred to in clause (e) of this
definition; (e) the repurchase by ACS Media LLC of a portion of the
Equity Interests of ACS Media LLC from ACS Holdings using
approximately $33,000,000 of the proceeds of borrowings by ACS Media
LLC under the New Facility substantially simultaneously with or
immediately prior to the consummation of the transaction referred to
in clause (f) of this definition; (f) the purchase by ACS Canada of
at least 60% of the outstanding Equity Interests of ACS Media LLC
(after giving effect to the repurchase described in clause (e) of
this definition) from ACS Holdings yielding Net Proceeds that will
be applied within three Business Days after such purchase to prepay
Term Loans pursuant to Section 2.11(c) of not less than $122,000,000
(assuming that 100% of the Equity Interests of ACS Media LLC are
sold to ACS Canada) (or an equivalent proportional amount if less
than 100% of the Equity Interests of ACS Media LLC are sold to ACS
Canada) and the release, immediately prior to such purchase, of any
Liens on the assets of ACS Media LLC created under the Security
Documents; (g) at the Borrower's option, the continuation after the
consummation of the transaction referred to in clause (f) of this
definition of the guarantee by the Borrower of ACS InfoSource's
obligations under the directory publishing services agreement
between the Borrower and X.X. Xxxxx and Company dated August 10,
2000; and (h) after the consummation of the transaction referred to
in clause (f) of this definition, the exercise by ACS Holdings of
its right, if it decides in its sole discretion to do so, to
exchange Equity Interests in ACS Media LLC for trust units of ACS
Media Income Fund pursuant to the exchange agreement to be entered
into by and between ACS Media Income Fund, ACS Canada, ACS
InfoSource, ACS Holdings and ACS Media LLC, and the terms and
conditions of which shall be consistent with those described in the
ACS Media Prospectus and otherwise reasonably satisfactory to the
Administrative Agent.
"ACS Media Transaction Related Agreements" means the
agreements to be entered into or remain in effect by and between,
among other parties, the Borrower or one of the Subsidiaries, on the
one hand, and ACS Media Income Fund, ACS Media LLC or one of their
respective subsidiaries, on the other hand (including a publishing
rights agreement, directory publication and distribution agreement,
directory agreement, license agreement, subscriber list information
license agreement, billing and collection agreement, non-competition
agreement and negative pledge agreement), and the terms and
conditions of which shall be, in each case, consistent with those
described in the ACS Media Prospectus, and otherwise reasonably
satisfactory to the Administrative Agent.
"High Yield Notes" means any unsecured notes issued by the
Borrower pursuant to an offering exempt from registration under the
Securities Act of 1933 pursuant to Rule 144A
promulgated by the Securities and Exchange Commission; provided that
(a) immediately after the issuance of such notes, the Borrower would
be in compliance with the covenants contained in Sections 6.12 and
6.13 if such compliance were recomputed on a pro forma basis as of
the last day of the most recently completed fiscal quarter of the
Borrower as if such issuance (and any prepayment of Loans using Net
Proceeds of such issuance) had occurred on the first day of each
relevant period for testing such compliance, (b) neither Holdings
nor any Subsidiary shall Guarantee such notes unless Holdings or
such Subsidiary, as applicable, also has Guaranteed the Obligations
pursuant to a Guarantee Agreement and (c) the other terms and
conditions of such notes (including but not limited to terms and
conditions relating to events of default, covenants, change of
control, redemptions and remedies but excluding the interest rate
thereon and any subordination terms thereof) shall be reasonably
satisfactory to the Administrative Agent and no less favorable to
the Lenders than the terms and conditions of the Senior Subordinated
Notes; provided that the interest rate on such notes must be no
greater than a market rate of interest at the time of issuance.
SECTION 3. Amendment to Section 2.08(a). Section 2.08(a) of the
Credit Agreement is hereby amended by inserting immediately after the text "has
not been consummated at or before such time" the text "; provided that if, at
any time, the aggregate amount of Net Proceeds of any issuance of High Yield
Notes that would otherwise be required pursuant to Section 2.11(c) to be applied
to prepay Term Borrowings exceeds the aggregate principal amount of Term
Borrowings outstanding at such time, then at such time, automatically without
any further action by any Person, the Revolving Commitments will be reduced in
the amount of such excess".
SECTION 4. Amendments to Section 2.11(c). Section 2.11(c) of the
Credit Agreement is hereby amended by:
(a) inserting immediately after the text "in an aggregate amount
equal to such Net Proceeds" the text "(or, if such event is (i) the ACS Media
Transaction, in an aggregate amount equal to 75% (or such larger percentage that
will result in the satisfaction of clause (f) of the definition of the term ACS
Media Transaction) of the Net Proceeds thereof, or (ii) an ACS Media
Disposition, in an aggregate amount equal to the greater of (A) 75% of the Net
Proceeds of such ACS Media Disposition and (B) the percentage (but not more than
100%) of the Net Proceeds of such ACS Media Disposition that, when added to the
aggregate amount of prior prepayments of the Term Loans as a result of the
transactions described in clauses (e) and (f) of the definition of the term ACS
Media Transaction and any prior ACS Media Disposition, results in the Term Loans
having been paid in an aggregate principal amount equal to $122,000,000 times
the aggregate percentage of the Equity Interests in ACS Media LLC as of the date
of consummation of the transaction described in clause (f) of the definition of
the term ACS Media Transaction sold in the transaction described in clause (f)
of the definition of the term ACS Media Transaction and all ACS Media
Dispositions (including such current ACS Media Disposition)";
(b) inserting in the proviso immediately after the text "clause (a)
of the definition of the term Prepayment Event" the text "(other than the ACS
Media Transaction and any ACS Media Disposition)"; and
(c) inserting immediately after the proviso the text "; provided
further that any cash payments received by the Borrower or any of the
Subsidiaries pursuant to any transaction referred to in clause (e) or (f) of the
definition of the term ACS Media Transaction or any ACS Media Disposition shall
be deemed to be payments in respect of a Prepayment Event for the purpose of
this Section 2.11(c)".
SECTION 5. Amendments to Section 6.01(a). Section 6.01(a) of the
Credit Agreement is hereby amended by:
(a) deleting the word "and" immediately following the semicolon in
clause (ix);
(b) deleting the period immediately following clause (x) and
replacing it with a semicolon; and
(c) inserting the following new clauses after clause (x):
(xi) High Yield Notes; and
(xii) the "ACS Holdings Notes" issued as described in clause
(a) of the definition of the term ACS Media Transaction.
SECTION 6. Amendment to Section 6.03. Section 6.03 of the Credit
Agreement is hereby amended by adding the following new paragraph after
paragraph (e):
(f) ACS Holdings will not engage in any business or activity
other than (i) the ownership and disposition of Equity Interests in
ACS Media LLC, (ii) the exercise by ACS Holdings of its right, if it
decides in its sole discretion to do so, to exchange Equity
Interests in ACS Media LLC for trust units of ACS Media Income Fund
pursuant to clause (h) of the definition of the term ACS Media
Transaction and the subsequent ownership and disposition of such
units, (iii) the issuance of and payment with respect to the "ACS
Holdings Notes" and the issuance of Equity Interests in ACS Holdings
to ACS InfoSource, Inc., in each case as described in clause (a) of
the definition of the term ACS Media Transaction, and the
distribution by ACS Holdings to ACS InfoSource, Inc., of assets with
respect to Equity Interests in ACS Holdings held by ACS InfoSource,
Inc., (iv) the receipt of the "ACS Media Business" and the
contribution of the "ACS Media Business" to ACS Media LLC, in each
case as described in clauses (a) and (b) of the definition of the
term ACS Media Transaction, (v) the entry into the ACS Media
Transaction Related Agreements and (vi) activities incidental to the
foregoing. ACS Holdings will not own or acquire any assets (other
than the "ACS Media Business" described in clause (a) of the
definition of the term ACS Media Transaction, Equity Interests in
ACS Media LLC, any distributions with respect to Equity Interests in
ACS Media LLC or the units referred to in the immediately preceding
sentence, such units and cash or other consideration obtained
pursuant to clause (e) or (f) of the definition of the term ACS
Media Transaction and any ACS Media Disposition) or incur any
liabilities (other than liabilities under the Loan Documents,
liabilities imposed by law, including tax liabilities, and other
liabilities incidental to its existence and permitted business and
activities); provided that ACS Holdings shall promptly distribute to
the Borrower or any Subsidiary Loan Party any assets obtained
pursuant to clauses (e) and (f) of the definition of the term ACS
Media Transaction, any ACS Media Disposition and any distribution
with respect to Equity Interests in ACS Media LLC or trust units of
ACS Media Income Fund.
SECTION 7. Amendments to Section 6.04. Section 6.04 of the Credit
Agreement is hereby amended by:
(a) deleting the word "and" immediately following the semicolon in
clause (n);
(b) deleting clause (o) in its entirety and replacing it with the
following:
(o) other investments in an aggregate amount not to exceed the
sum of (i) $15,000,000 and (ii) the amount equal to (A) 25% of the
aggregate amount of Net Proceeds of the ACS Media Transaction and
all ACS Media Dispositions received by the Borrower or any
Subsidiary at or prior to such time minus (B) the aggregate amount
of such Net Proceeds used at or prior to such time for the purchase
of common Equity Interests issued by Holdings pursuant to the waiver
contained in Section 1 of the Amendment and Waiver to this Agreement
dated as of March 28, 2003; and
(p) any investment described in the definition of the term
ACS Media Transaction.
SECTION 8. Amendments to Section 6.05. Section 6.05 of the Credit
Agreement is hereby amended by:
(a) deleting the word "and" immediately following the semicolon in
clause (b);
(b) adding the following new clauses after clause (c):
(d) any disposition described in the definition of the term ACS
Media Transaction; and
(e) any ACS Media Disposition;
(c) inserting the text "and the exchange by ACS Holdings of Equity
Interests in ACS Media LLC for trust units of ACS Media Income Fund as described
in clause (h) of the definition of the term ACS Media Transaction and other than
as permitted by clause (d) above" in the proviso immediately following the text
"shall be made for fair value and (other than those permitted by clause (b)
above".
SECTION 9. Amendments to Section 6.08(b). Section 6.08(b) of the
Credit Agreement is hereby amended by:
(a) deleting the text "(vi) payment to any Person of Indebtedness"
and replacing it with the text "(vii) payment to any Person of Indebtedness";
(b) inserting the text "or any High Yield Notes" immediately after
the text "Senior Subordinated Notes" in clause (ii);
(c) deleting the word "and" immediately following clause (iii) of
the proviso to clause (vi) and replacing it with a comma;
(d) inserting the following text immediately after clause (iv) of
the proviso to clause (vi): "and (v) all such repurchases, redemptions,
retirements or cancelations shall be made using existing cash of Holdings, the
Borrower or any Subsidiary or cash received by the Borrower or any Subsidiary as
consideration for the ACS Media Transaction";
(e) deleting the period immediately following clause (vii) and
replacing it with the text "; and"; and
(f) inserting the following new clause after clause (vii):
(viii) payment of the "ACS Holdings Notes" described in clause (a)
of the definition of the term ACS Media Transaction.
SECTION 10. Amendments to Section 6.09. Section 6.09 of the Credit
Agreement is hereby amended by:
(a) deleting the word "and" immediately following the comma after
clause (i); and
(b) inserting the following text immediately after clause (j): "(k)
the transactions described in clauses (a), (b) and (f) of the definition of the
term ACS Media Transaction and (l) the payment to Fox Xxxxx and Company LLC of a
transaction advisory fee in an amount not to exceed 1% of the gross proceeds of
the ACS Media Transaction for services rendered in connection with the
origination, structuring and consummation of the ACS Media Transaction upon, and
subject to, the consummation of the ACS Media Transaction (other than clause (h)
of the definition of the term ACS Media Transaction)".
SECTION 11. Amendments to Section 6.10. Section 6.10 of the Credit
Agreement is hereby amended by:
(a) deleting the word "and" immediately following clause (vi) of the
proviso to such Section; and
(b) inserting the following text immediately after clause (vii) of
the proviso to such Section: "(viii) the foregoing shall not apply to
restrictions and conditions on ACS Holdings contained in any ACS Media
Transaction Related Agreements".
SECTION 12. Amendment to Section 6.11. Section 6.11 of the Credit
Agreement is hereby amended by replacing the text "Holdings Discount Indenture
or (d) any other material document" with the text "Holdings Discount Indenture,
(d) the ACS Media Investment Agreement, (e) the ACS Media Transaction Related
Agreements or (f) any other material document".
SECTION 13. Representations and Warranties. Each of Holdings and the
Borrower represents and warrants to the Administrative Agent and to each of the
Lenders that:
(a) This Amendment has been duly authorized, executed and delivered
by each of Holdings and the Borrower and constitutes a legal, valid and binding
obligation of Holdings and the Borrower, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.
(b) The representations and warranties of Holdings and the Borrower
set forth in the Loan Documents are true and correct on and as of the date
hereof, except to the extent such representations and warranties expressly
relate to an earlier date, in which case such representations and warranties are
true and correct as of such earlier date.
(c) The aggregate consideration, fees and expenses paid by Holdings
in connection with purchases by Holdings pursuant to Section 1 of the June
Waiver of common Equity Interests issued by Holdings on or prior to the date
hereof is not less than $2,700,000.
(d) Before and after giving effect to this Amendment, no Default
shall have occurred and be continuing.
SECTION 14. Conditions to Effectiveness. This Amendment shall become
effective as of the date first above written when (a) the Administrative Agent
shall have received counterparts of this Amendment that, when taken together,
bear the signatures of (i) Holdings, (ii) the Borrower and (iii) the Required
Lenders, (b) the Administrative Agent shall have received payment of (i) the
amendment fees required to be paid by the Borrower pursuant to Section 16 hereof
and (ii) all reasonable out-of-pocket expenses incurred by the Administrative
Agent required to be paid by the Borrower pursuant to the Credit Agreement, to
the extent invoiced prior to the date hereof, and (c) ACS InfoSource, Inc. shall
have pledged any of the Equity Interests held by it of ACS Holdings and any
Indebtedness owed to it by ACS Holdings (including any stock certificates or
promissory notes relating thereto, in each case accompanied by stock or note
powers duly executed in blank or other instruments of transfer satisfactory to
the Collateral Agent and such other instruments and documents as the Collateral
Agent may reasonably request); provided that the representations and warranties
set forth herein and in the other Loan Documents are true and correct as of the
date that the last of such counterparts referred to in clause (a) above is
received, except to the extent such representations and warranties expressly
relate to an earlier date.
SECTION 15. Credit Agreement. Except as specifically amended and
waived hereby, the Credit Agreement shall continue in full force and effect in
accordance with the provisions thereof as in existence on the date hereof. After
the date hereof, any reference to the Credit Agreement shall mean the Credit
Agreement as amended and waived hereby. This Amendment shall be a Loan Document
for all purposes.
SECTION 16. Amendment Fee. In consideration of the agreements of the
Lenders contained in this Amendment, the Borrower agrees to pay promptly to the
Administrative Agent, for the account of each Lender that delivers an executed
counterpart of this Amendment at or prior to 5:00 p.m., New York time, on March
28, 2003, an amendment fee in an amount equal to 0.100% of the sum of such
Lender's Revolving Commitment and outstanding Term Loans, calculated without
giving effect to the prepayment of Term Loans made, or to be made, using Net
Proceeds of the ACS Media Transaction; provided that such fee shall not be
payable unless and until all conditions to the effectiveness of this Amendment
as provided in Section 14 hereof (other than payment of such amendment fee)
shall have been satisfied.
SECTION 17. APPLICABLE LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
SECTION 18. Counterparts. This Amendment may be executed in two or
more counterparts, each of which shall constitute an original but all of which
when taken together shall constitute but one agreement. Delivery of an executed
signature page to this Amendment by facsimile transmission shall be effective as
delivery of a manually signed counterpart of this Amendment.
SECTION 19. Expenses. The Borrower agrees to reimburse the
Administrative Agent for its out-of-pocket expenses in connection with this
Amendment, including the reasonable fees, charges and disbursements of Cravath,
Swaine & Xxxxx, counsel for the Administrative Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and year
first written above.
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.,
by
/s/ Xxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior V.P., CFO, and Treasurer
ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC.,
by
/s/ Xxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior V.P., CFO, and Treasurer
JPMORGAN CHASE BANK (formerly known as THE
CHASE MANHATTAN BANK), individually and as
Administrative Agent,
by
/s/ Xxxx Xxxxxxxxx
--------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
CANADIAN IMPERIAL BANK OF
COMMERCE, as Syndication Agent,
by
/s/ Xxxxx Xxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxx
Title: Executive Director
CIBC World Markets Corp., As Agent
CREDIT SUISSE FIRST BOSTON
CORPORATION, individually and as Documentation Agent,
by
/s/ Savonna Day-Xxxxx
--------------------------------------
Name: Savonna Day-Xxxxx
Title: Vice President
by
/s/ Xxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Associate
SIGNATURE PAGE TO AMENDMENT AND WAIVER
DATED AS OF MARCH 28, 2003, AMONG ALASKA
COMMUNICATIONS SYSTEMS GROUP, INC., ALASKA
COMMUNICATIONS SYSTEMS HOLDINGS, INC., THE
LENDERS PARTY THERETO, JPMORGAN CHASE BANK,
CANADIAN IMPERIAL BANK OF COMMERCE AND
CREDIT SUISSE FIRST BOSTON CORPORATION
Name of Institution:
by
/s/ Signatures of Lenders on file with
Registrant representing 99.2% of the
outstanding term loans and revolving
commitments as of the date hereof
