EXHIBIT 1.1
EXECUTION COPY
CONSENT AND AMENDMENT NO. 1
dated as of
July 15, 2005,
among
ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC.,
as Borrower
and
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.,
as Parent
and
THE LENDERS PARTY HERETO,
and
CANADIAN IMPERIAL BANK OF COMMERCE,
acting through its New York Agency,
as Administrative Agent
BANC OF AMERICA SECURITIES LLC,
and
CIBC WORLD MARKETS CORP.,
as Co-Lead Arrangers and Joint Book Managers
for the Incremental Loan Facility
CONSENT AND AMENDMENT NO. 1
dated as of July 15, 2005
Reference is made to the Credit Agreement dated as of February 1,
2005 (as amended, amended and restated, supplemented or otherwise modified from
time to time, the "CREDIT AGREEMENT"; the terms defined therein, unless
otherwise defined herein, being used herein as therein defined) among ALASKA
COMMUNICATIONS SYSTEMS HOLDINGS, INC., as borrower (the "BORROWER"), ALASKA
COMMUNICATIONS SYSTEMS GROUP, INC. as parent (the "PARENT"), the several banks
and other financial institutions or entities from time to time party thereto, as
lenders (the "LENDERS"), CANADIAN IMPERIAL BANK OF COMMERCE, acting through its
New York Agency ("CIBC"), as Administrative Agent (in such capacity, the
"ADMINISTRATIVE AGENT"), CIBC WORLD MARKETS CORP. ("CIBC WM"), J.P. MORGAN
SECURITIES INC. and BANC OF AMERICA SECURITIES LLC ("BAS"), as Co-Lead Arrangers
and Joint Book Managers (in such capacity, the "ARRANGERS"), JPMORGAN CHASE
BANK, N.A., as Syndication Agent and BANK OF AMERICA, N.A., as Documentation
Agent. BAS and CIBC WM are acting as co-lead arrangers and joint book managers
(in such capacity, the "CO-ARRANGERS", and together with the Administrative
Agent, the "AGENTS") with respect to the 2005 Incremental Loans (as defined
below).
PRELIMINARY STATEMENTS:
The Borrower has informed the Agents that it intends to purchase up
to $55,000,000 principal amount of Senior Unsecured Notes, which Senior
Unsecured Notes will be retired immediately following such purchase (each a
"SENIOR UNSECURED NOTE REDEMPTION" and, together the "SENIOR UNSECURED NOTE
REDEMPTIONS").
Pursuant to Section 2.01(c) of the Credit Agreement, the Borrower
has requested the implementation of an incremental facility, in up to two
Series, in an amount not to exceed the amount required to purchase and redeem
Senior Unsecured Notes in the Senior Unsecured Note Redemptions (with the amount
requested for each such redemption being referred to herein as a "FUNDING");
provided that the aggregate principal amount of such implemented incremental
facility shall not exceed $55,000,000 (the "2005 INCREMENTAL FACILITY"), and the
Administrative Agent and the Incremental Lenders are willing to effect such
implementation on and subject to the terms of this Consent and Amendment No. 1.
In addition, the Borrower, the Parent and the Required Lenders have
agreed to amend the Credit Agreement to consent to the exclusion of the Senior
Unsecured Note Redemptions from certain requirements of the covenants in the
Credit Agreement and the 2005 Incremental Facility from the maximum amount of
the Incremental Loans and Incremental Loan Commitments, and to make some small
adjustments as to real estate collateral, all on and subject to the terms of
this Consent and Amendment No. 1.
NOW, THEREFORE, it is hereby agreed, effective as of the dates set
forth in Section 4, as follows:
SECTION 1. Consent. Notwithstanding the requirements of Section
6.08(b)(vii)(B) of the Credit Agreement, the Administrative Agent and the
Required Lenders hereby consent, and each of the 2005 Incremental Loan Lenders
(as defined below) hereby agrees and is deemed to consent, to (a) the Senior
Unsecured Note Redemptions, and (b) the exclusion from the calculation of
Cumulative Distributable Cash of up to $55,000,000 aggregate principal amount of
Senior Unsecured Notes plus premiums, fees and expenses related thereto paid by
the Borrower for redemptions of the Senior Unsecured Notes for each period
affected thereby; provided that if at the time of any Senior Unsecured Note
Redemption the principal amount of loans borrowed under the 2005 Incremental
Facility is less than the principal amount of the Senior Unsecured Notes plus
related premiums, fees and expenses subject to such Senior Unsecured Note
Redemption, then the Borrower and its subsidiaries shall, at the time of such
Senior Unsecured Note Redemption, have, after giving pro forma effect to such
Senior Unsecured Note Redemption, an amount of unrestricted cash and cash
equivalents (which will include cash and cash equivalents pledged to secure the
Obligations) plus the amount of unused Revolving Credit Commitments
("LIQUIDITY") equal to or greater than $55,000,000 and, if the Borrower does not
have such amount of Liquidity, then an amount equal to the principal of Senior
Unsecured Notes plus related premiums, fees and expenses subject to such Senior
Unsecured Note Redemption minus the amount of loans borrowed under the 2005
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Incremental Facility will be included in the calculation of Cumulative
Distributable Cash.
SECTION 2. Incremental Loan Amendment.
(a) The Borrower and each Incremental Loan Lender referred to on the
signatures pages hereto (the "2005 INCREMENTAL LOAN LENDERS") agrees that each
2005 Incremental Loan Lender shall severally make an Incremental Loan
(collectively, the "2005 INCREMENTAL LOANS"), in up to two Series, to the
Borrower during the period from and after the Consent and Amendment No. 1
Effective Date (as defined below) to the 2005 Incremental Loan Commitment
Termination Date (as defined below), subject to the terms and conditions of the
Credit Agreement (including Sections 4.02 and 4.03 thereof), in an aggregate
principal amount not exceeding such Lender's Incremental Loan Commitment set
forth on the lender addendum to Consent and Amendment No. 1 (the "2005
INCREMENTAL LOAN COMMITMENTS"). To the extent the 2005 Incremental Loans are
made in an amount that is less than the 2005 Incremental Loan Commitments, each
2005 Incremental Loan Lender shall fund its pro rata percentage of such 2005
Incremental Loans based on the percentage that such 2005 Incremental Loan
Lender's 2005 Incremental Loan Commitments bears to the total 2005 Incremental
Loan Commitments. The 2005 Incremental Loans shall (i) have identical terms
with, (ii) be deemed and treated as, and (iii) have the same rights and
obligations under the Loan Documents as, the Term Loans, except (x) all 2005
Incremental Loans shall mature on February 1, 2012 (the "2005 INCREMENTAL LOAN
MATURITY Date"), and (y) on the date of each Funding, the 2005 Incremental Loan
Commitments shall be permanently reduced by an amount equal to the amount of
such Funding and in any event will terminate no later than July 29, 2005 (the
"2005 INCREMENTAL LOAN COMMITMENT TERMINATION DATE").
(b) Each 2005 Incremental Loan Lender that is not already a party to
the Credit Agreement (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements referred to in
Section 5.01 thereof and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Consent and Amendment No. 1; (ii) agrees that it will, independently and without
reliance upon any Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement;
(iii) represents and warrants that its name set forth on the signature page 1
hereto is its exact legal name; (iv) appoints and authorizes each Agent to take
such action as agent on its behalf and to exercise such powers and discretion
under the Loan Documents as are delegated to such Agent by the terms thereof,
together with such powers and discretion as are reasonably incidental thereto;
(v) agrees that it will perform in accordance with their terms all of the
obligations that by the terms of the Credit Agreement are required to be
performed by it as a Lender; (vi) attaches any U.S. Internal Revenue Service
forms required under Section 2.17 of the Credit Agreement, and (vii) upon the
satisfaction of the conditions set forth in Section 4 below and delivery of a
duly executed Consent and Amendment No. 1 to the Administrative Agent for
acceptance and recording, and such acceptance and recording by the
Administrative Agent, as of the Consent and Amendment No. 1 Effective Date, each
such 2005 Incremental Loan Lender shall be a party to the Credit Agreement and,
to the extent provided in this Consent and Amendment No. 1, have the rights and
obligations of, and be deemed for all purposes, a Lender thereunder.
SECTION 3. Amendment to Credit Agreement. (a) Schedule
3.05(c)(ii) to the Credit Agreement is hereby amended in its entirety to
read as set forth on Schedule 2 attached hereto.
(b) Section 1.01 of the Credit Agreement is hereby amended by
inserting the following new definitions therein in the appropriate alphabetical
order:
"Consent and Amendment No. 1" means the Consent and Amendment
No. 1 dated as of July ____, 2005 among the Borrower, the
Parent, the Lenders party thereto, the Administrative Agent
and Banc of America Securities LLC and CIBC World Markets
Corp., as Co-Lead Arrangers and Joint Book Managers.
"Consent and Amendment No. 1 Effective Date" has the meaning
set forth in the Consent and Amendment No. 1.
"2005 Incremental Loan Commitment" means, with respect to each
Lender party to the Consent and Amendment No. 1, the commitment of
such Lender to make 2005 Incremental Loans on or
2
after the Consent and Amendment No. 1 Effective Date in the
percentage set forth on the lender addendum to the Consent and
Amendment No. 1, as such commitment may be reduced or increased from
time to time pursuant to assignments by or to such Lender pursuant
to Section 9.04, or in the Assignment and Assumption pursuant to
which such Lender shall have assumed its 2005 Incremental Loan
Commitment. The initial aggregate amount of the Lenders' 2005
Incremental Loan Commitments is $55,000,000.
"2005 Incremental Loans" means any term loan made on or after
the Consent and Amendment No. 1 Effective Date pursuant to the
Consent and Amendment No. 1."
(c) Section 1.01 of the Credit Agreement is hereby further amended
by (i) inserting the following in the definition of "Incremental Loan
Commitment" before the period in the first sentence therein:
"including the 2005 Incremental Loan Commitments"
and (ii) adding at the end of the last sentence thereof before the period
the phrase:
", in addition to the outstanding principal amount of the 2005
Incremental Loans and commitments related thereto".
(d) Section 2.01(c)(ii) of the Credit Agreement is hereby amended by
inserting the following before the second parenthetical contained therein:
", in addition to the outstanding principal amount of all 2005
Incremental Loans".
(e) Section 2.11(e)(ii) of the Credit Agreement is hereby amended by
inserting the following after the words "Incremental Loans" therein:
"(except the 2005 Incremental Loans and any other Incremental Loans
the proceeds of which are used to purchase, redeem, retire or
refinance the Senior Unsecured Notes)".
(f) Section 3.05(c) of the Credit Agreement is hereby amended by
deleting the parenthetical "(i)" occurring immediately before the words "As of
the date hereof," in the first sentence thereof and inserting the parenthetical
"(i)" immediately before the words "set forth on Schedule 3.05(c)(i) hereto"
therein.
(g) Section 6.08(b)(vii) of the Credit Agreement is hereby amended
by inserting the following new subsection (C) therein:
"and (C) payment for the repurchase, redemption, retirement or
cancellation of Senior Unsecured Notes having a principal amount not to
exceed $55,000,000 plus premiums, fees and expenses related thereto"
SECTION 4. Conditions to Effectiveness. (A) Section 2(a) (with
respect to each Funding) and 3(b) of this Consent and Amendment No. 1 shall
become effective on the date (the "CONSENT AND AMENDMENT NO. 1 EFFECTIVE DATE")
that each of the following conditions set forth in this Section 4 (A) have been
satisfied:
(a) Resolutions. The Administrative Agent shall have received
certified copies of (i) the resolutions of the Board of Directors of the
Borrower and the Parent evidencing approval of this Consent and Amendment No. 1
and all matters and transactions contemplated hereby and (ii) all documents
evidencing other necessary corporate action and governmental and other material
third party approvals and consents, if any, (or a certification that none are
required) with respect to this Consent and Amendment No. 1 and the matters and
transactions contemplated hereby.
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(b) Officer's Certificate. The Administrative Agent shall have
received a certificate of the President, a Vice President or a Financial Officer
of the Borrower dated as of the date of each Funding, as the case may be,
certifying (i) that no Dividend Suspension Period shall have occurred and be
continuing as of such date, (ii) that the proceeds of the 2005 Incremental Loans
will fund a Senior Unsecured Notes Redemption and, to the extent permitted under
the Senior Unsecured Debt Documents, related costs and expenses (including costs
and expenses relating to the 2005 Incremental Loans) and (iii) the purchase
price paid by the Borrower for such redemption.
(c) Execution of Counterparts. The Administrative Agent shall have
received counterparts of (i) this Consent and Amendment No. 1 executed by (A)
the Borrower, (B) the Parent, (C) the Administrative Agent, and (D) each 2005
Incremental Loan Lender, and (ii) the guarantor and grantor consent attached
hereto (the "CONSENT") executed by each Guarantor.
(d) Payment of Fees and Expenses. The Borrower shall have paid all
fees agreed to between the Co-Arrangers and the Borrower and, to the extent
invoiced, all reasonable out-of-pocket expenses incurred by the Agents,
including the reasonable fees, charges and disbursements of Shearman & Sterling
LLP as counsel for the Agents, in connection with this Consent and Amendment No.
1 and for all services related to the Credit Agreement from and after the
Closing Date thereunder.
(e) Closing Date. Each of the Fundings shall have occurred no later
than July 29, 2005.
(f) Borrowing Request. The Administrative Agent shall have received
a Borrowing Request related to each 2005 Incremental Loan.
(g) Funding. The 2005 Incremental Loans requested in any Funding
shall not exceed (a) the purchase price of the Senior Unsecured Notes purchased
and redeemed with such funds plus, to the extent permitted under the Senior
Unsecured Debt Documents, fees and expenses related thereto and to the 2005
Incremental Loans, as certified by the Borrower to the Administrative Agent, or
(b) the 2005 Incremental Loan Commitments remaining after all prior Fundings
have occurred.
(B) Section (1) and Sections 3(a), (c), (d), (e), (f) and (g)
of this Consent and Amendment No. 1 shall become effective on the date that each
of the conditions set forth in Section 4(A) have been satisfied and the
Administrative Agent shall have received counterparts of this Consent and
Amendment No. 1 duly executed by the Required Lenders.
SECTION 5. Representations and Warranties. The Borrower and Parent
represent and warrant as follows:
(a) The representations and warranties of each Loan Party set forth
in the Loan Documents are true and correct in all material respects on and as of
the date hereof and shall be true and correct on the date of the 2005
Incremental Loans (except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct as of such earlier date).
(b) As of the date hereof, and at the time of and immediately after
giving effect to the 2005 Incremental Loans, no Default shall have occurred and
be continuing.
(c) As of the date hereof, and on the date of the 2005 Incremental
Loans, no Dividend Suspension Period has occurred or is continuing.
SECTION 6. Governing Law. This Consent and Amendment No. 1 shall be
governed by, and construed in accordance with, the laws of the State of New
York.
SECTION 7. Execution in Counterparts. This Consent and Amendment No.
1 may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same
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agreement. Delivery of an executed counterpart of this Consent and Amendment No.
1 by telecopier shall be effective as delivery of an original executed
counterpart of this Consent and Amendment No. 1.
SECTION 8. Continuing Effectiveness. Except as modified by this
Consent and Amendment No. 1, the Credit Agreement shall remain in full force and
effect and is hereby ratified and confirmed in all respects, and after the
Effective Date all references in the Credit Agreement and the other Loan
Documents to the "Agreement" or the "Credit Agreement", as applicable, shall
refer to the Credit Agreement as modified hereby, and this Consent and Amendment
No.1 shall be a Loan Document for all purposes.
SECTION 9. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS CONSENT AND AMENDMENT NO. 1, ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS CONSENT AND AMENDMENT NO. 1 BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
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IN WITNESS WHEREOF, the parties hereto have caused this Consent and
Amendment No. 1 to be executed by their officers thereunto duly authorized as of
the date specified thereon.
ALASKA COMMUNICATIONS SYSTEMS
HOLDINGS, INC., as Borrower
By: /s/ David Wilson
-------------------------------------
Name: David Wilson
Title: Senior Vice President and
Chief Financial Officer
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.,
as Parent
By: /s/ David Wilson
--------------------------------------
Name: David Wilson
Title: Senior Vice President and
Chief Financial Officer
6
Accepted this 15
day of July, 2005
CANADIAN IMPERIAL BANK
OF COMMERCE, acting through
its New York Agency, as Administrative Agent
By /s/Jonathan Rabinowitz
--------------------------------------
Name: Jonathan Rabinowitz
Title: Executive Director
CIBC World Markets Corp. As Agent
7
REQUIRED LENDERS
Agreed as of the date first above written:
Bank of America, N.A.
- ---------------------------------------------
By /s/David A. Banmiller
--------------------------------------
Name: David A. Banmiller
Title: Vice President
8
REQUIRED LENDERS
Agreed as of the date first above written:
CIBC, Inc.
- ---------------------------------------------
By /s/Jonathan Rabinowitz
--------------------------------------
Name: Jonathan Rabinowitz
Title: Executive Director
CIBC World Markets Corp. As Agent
9
REQUIRED LENDERS
Agreed as of the date first above written:
JPMorgan Chase Bank, N.A.
- ---------------------------------------------
By /s/John Kowalczuk
--------------------------------------
Name: John Kowalczuk
Title: Vice President
10
REQUIRED LENDERS
Agreed as of the date first above written:
NATIONAL CITY BANK
By /s/Jill Wong
--------------------------------------
Name: Jill Wong
Title: Assistant Vice President
11
REQUIRED LENDERS
Agreed as of the date first above written:
BANK OF MONTREAL
- ---------------------------------------------
(Name of Lender)
By: HIM Monegy, Inc as Agent
By /s/Greg Walker
--------------------------------------
Name: Greg Walker
Title: VP, HIM Monegy, Inc
12
REQUIRED LENDERS
Agreed as of the date first above written:
Toronto Dominion (New York), LLC
- ---------------------------------------------
Toronto Dominion (New York), LLC will commit to the 2005 Incremental Loan on a
pro-rata share basis.
By /s/Jackie Barrett
--------------------------------------
Name: Jackie Barrett
Title: Authorized Signatory
13
REQUIRED LENDERS
Agreed as of the date first above written:
UBS AG, Stamford Branch
By /s/[illegible]
--------------------------------------
Name: [illegible]
Title: Director
Banking Products
Services, US
By /s/Toba Lumbantobing
--------------------------------------
Name: Toba Lumbantobing
Title: Associate Director
Banking Products
Services, US
14
REQUIRED LENDERS
Agreed as of the date first above written:
ADAR Investment Fund Ltd
By: ADAR Investment Management LLC, Investment Manager
By /s/Aaron Morse
--------------------------------------
Name: Aaron Morse
Title: Chief Operating Officer
15
REQUIRED LENDERS
Agreed as of the date first above written:
By Aladdin Capital Management, LLC, as Manager
By /s/John J. D'Angelo
--------------------------------------
Name: John J. D'Angelo
Title: Authorized Signatory
16
REQUIRED LENDERS
Agreed as of the date first above written:
Landmark II CDO Limited
By Aladdin Capital Management, LLC, as Manager
By /s/John J. D'Angelo
--------------------------------------
Name: John J. D'Angelo
Title: Authorized Signatory
17
REQUIRED LENDERS
Agreed as of the date first above written:
Landmark III CDO Limited
By Aladdin Capital Management, LLC, as Manager
By /s/John J. D'Angelo
--------------------------------------
Name: John J. D'Angelo
Title: Authorized Signatory
18
REQUIRED LENDERS
Agreed as of the date first above written:
Landmark IV CDO Limited
By Aladdin Capital Management, LLC, as Manager
By /s/John J. D'Angelo
--------------------------------------
Name: John J. D'Angelo
Title: Authorized Signatory
19
REQUIRED LENDERS
Agreed as of the date first above written:
Landmark V CDO Limited
By Aladdin Capital Management, LLC, as Manager
By /s/John J. D'Angelo
--------------------------------------
Name: John J. D'Angelo
Title: Authorized Signatory
20
REQUIRED LENDERS
Agreed as of the date first above written:
Arabesque Trust
By /s/John J. D'Angelo
--------------------------------------
Name: John J. D'Angelo
Title: Authorized Signatory
21
REQUIRED LENDERS
Agreed as of the date first above written:
WB Loan Funding 1, LLC
By /s/Diana M. Himes
--------------------------------------
Name: Diana M. Himes
Title: Associate
22
REQUIRED LENDERS
Agreed as of the date first above written:
American Express Certificate Company
By: American Express Asset Management
Group, Inc. as Collateral Manager
By /s/Yvonne E. Stevens
--------------------------------------
Name: Yvonne E. Stevens
Title: Senior Managing Director
23
REQUIRED LENDERS
Agreed as of the date first above written:
Centurion CDO II, Ltd.
By: American Express Asset Management
Group, Inc. as Collateral Manager
By /s/Vincent P. Pham
--------------------------------------
Name: Vincent P. Pham
Title: Director - Operations
24
REQUIRED LENDERS
Agreed as of the date first above written:
Centurion CDO III, Limited
By: American Express Asset Management Group Inc.
as Collateral Manager
By /s/Vincent P. Pham
-----------------------------------
Name: Vincent P. Pham
Title: Director - Operations
25
REQUIRED LENDERS
Agreed as of the date first above written:
Centurion CDO VI, Ltd.
By: American Express Asset Management
Group, Inc. as Collateral Manager
By /s/Vincent P. Pham
-----------------------------------
Name: Vincent P. Pham
Title: Director - Operations
26
REQUIRED LENDERS
Agreed as of the date first above written:
Centurion CDO VII, Ltd.
By: American Express Asset Management
Group, Inc. as Collateral Manager
By /s/Vincent P. Pham
-----------------------------------
Name: Vincent P. Pham
Title: Director - Operations
27
REQUIRED LENDERS
Agreed as of the date first above written:
Centurion CDO 8, Limited
By: American Express Asset Management
Group, Inc. as Collateral Manager
By /s/Vincent P. Pham
-----------------------------------
Name: Vincent P. Pham
Title: Director - Operations
28
REQUIRED LENDERS
Agreed as of the date first above written:
Centurion CDO 9, Limited
By: American Express Asset Management
Group, Inc. as Collateral Manager
By /s/Vincent P. Pham
-----------------------------------
Name: Vincent P. Pham
Title: Director - Operations
29
REQUIRED LENDERS
Agreed as of the date first above written:
IDS Life Insurance Company
By: American Express Asset Management
Group, Inc. as Collateral Manager
By /s/Yvonne E. Stevens
-----------------------------------
Name: Yvonne E. Stevens
Title: Senior Managing Director
30
REQUIRED LENDERS
Agreed as of the date first above written:
AVENUE CLO FUND, LIMITED
By /s/Richard D'Addario
-----------------------------------
Name: RICHARD D'ADDARIO
Title: SENIOR PORTFOLIO MANAGER
31
REQUIRED LENDERS
Agreed as of the date first above written:
AVENUE CLO II, LIMITED
By /s/Richard D'Addario
-----------------------------------
Name: RICHARD D'ADDARIO
Title: SENIOR PORTFOLIO MANAGER
32
REQUIRED LENDERS
Agreed as of the date first above written:
BABSON CLO LTD. 2004-II
BABSON CLO LTD. 2005-I
By: Babson Capital Management LLC as Collateral Manager
By /s/David P. Wells
-----------------------------------
Name: David P. Wells, CFA
Title: Managing Director
33
REQUIRED LENDERS
Agreed as of the date first above written:
BALLANTYNE FUNDING LLC
By /s/M. Cristina Higgins
-----------------------------------
Name: M. Cristina Higgins
Title: Assistant Vice President
34
REQUIRED LENDERS
Agreed as of the date first above written:
47th Street Funding II Inc.
By /s/David M. Millison
-----------------------------------
Name: David M. Millison
Title: Managing Director
35
REQUIRED LENDERS
Agreed as of the date first above written:
383 Madison Funding
By: Back Diamond Capital Management, L.L.C.
As its Collateral Manager
By /s/James J. Zenni, Jr.
-----------------------------------
Name: James J. Zenni, Jr.
Title: President & Managing Partner
Black Diamond Capital Management, L.L.C.
36
REQUIRED LENDERS
Agreed as of the date first above written:
Black Diamond Capital Management, L.L.C.
As Collateral Manager for Black Diamond
CLO 2OO5-1, Ltd.
By /s/James J. Zenni, Jr.
-----------------------------------
Name: James J. Zenni, Jr.
Title: President & Managing Partner
Black Diamond Capital Management, L.L.C.
37
REQUIRED LENDERS
Agreed as of the date first above written:
BlaekRock Global Floating Rate Income Trust
BlackRock Limited Duration Income Trust
BlackRock Senior Income Series
BlackRock Senior Income Series II
BlackRock Senior Loan Trust
Magnetite V CLO, Limited
Senior Loan Portfolio
By /s/Teri Colwell
-----------------------------------
Name: Teri Colwell
Title: Authorized Signatory
38
REQUIRED LENDERS
Agreed as of the date first above written:
EAGLE MASTER FUND LTD.
By: Citigroup Alternative Investments LLC, as Investment
Manager for and on behalf of Eagle Master Fund Ltd.
By /s/Ron Carter
-----------------------------------
Name: Ron Carter
Title: Vice President
39
REQUIRED LENDERS
Agreed as of the date first above written:
KALDI FUNDING LLC
By /s/M. Cristina Higgins
-----------------------------------
Name: M. Cristina Higgins
Title: Assistant Vice President
40
REQUIRED LENDERS
Agreed as of the date first above written:
Citigroup Investments Corporate Loan Fund Inc.
By: Citigroup Alternative Investments LLC
By /s/Ron Carter
-----------------------------------
Name: Ron Carter
Title: Vice President
41
REQUIRED LENDERS
Agreed as of the date first above written:
BIG SKY III SENIOR LOAN TRUST
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By /s/[illegible]
-----------------------------------
Name: [illegible]
Title: Vice President
42
REQUIRED LENDERS
Agreed as of the date first above written:
BIG SKY SENIOR LOAN FUND, LTD.
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By /s/[illegible]
-----------------------------------
Name: [illegible]
Title: Vice President
43
REQUIRED LENDERS
Agreed as of the date first above written:
CONSTANTINE EATON VANCE CDO V, LTD.
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By /s/[illegible]
-----------------------------------
Name: [illegible]
Title: Vice President
44
REQUIRED LENDERS
Agreed as of the date first above written:
EATON VANCE CDO III, LTD.
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By /s/[illegible]
-----------------------------------
Name: [illegible]
Title: Vice President
45
REQUIRED LENDERS
Agreed as of the date first above written:
EATON VANCE CDO VI, LTD.
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By /s/[illegible]
-----------------------------------
Name: [illegible]
Title: Vice President
46
REQUIRED LENDERS
Agreed as of the date first above written:
EATON VANCE
VT FLOATING-RATE INCOME FUND
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By /s/[illegible]
-----------------------------------
Name: [illegible]
Title: Vice President
47
REQUIRED LENDERS
Agreed as of the date first above written:
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By /s/[illegible]
-----------------------------------
Name: [illegible]
Title: Vice President
48
REQUIRED LENDERS
Agreed as of the date first above written:
EATON VANCE
LIMITED DURATION INCOME FUND
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By /s/[illegible]
-----------------------------------
Name: [illegible]
Title: Vice President
49
REQUIRED LENDERS
Agreed as of the date first above written:
EATON VANCE SENIOR
FLOATING-RATE TRUST
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By /s/[illegible]
-----------------------------------
Name: [illegible]
Title: Vice President
50
REQUIRED LENDERS
Agreed as of the date first above written:
EATON VANCE SENIOR INCOME TRUST
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By /s/[illegible]
-----------------------------------
Name: [illegible]
Title: Vice President
51
REQUIRED LENDERS
Agreed as of the date first above written:
EATON VANCE FLOATING RATE
INCOME TRUST
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By /s/[illegible]
-----------------------------------
Name: [illegible]
Title: Vice President
52
REQUIRED LENDERS
Agreed as of the date first above written:
GRAYSON & CO
BY: BOSTON MANAGEMENT AND RESEARCH
AS INVESTMENT ADVISOR
By /s/[illegible]
-----------------------------------
Name: [illegible]
Title: Vice President
53
REQUIRED LENDERS
Agreed as of the date first above written:
SENIOR DEBT PORTFOLIO
BY: Boston Management and Research
as Investment Advisor
By /s/[illegible]
-----------------------------------
Name: [illegible]
Title: Vice President
54
REQUIRED LENDERS
Agreed as of the date first above written:
TOLLI & CO
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By /s/[illegible]
-----------------------------------
Name: [illegible]
Title: Vice President
55
REQUIRED LENDERS
Agreed as of the date first above written:
EATON VANCE SHORT DURATION
DIVERSIFIED INCOME FUND
BY: EATON VANCE MANAGEMENT
AS INVESTMENT ADVISOR
By /s/[illegible]
-----------------------------------
Name: [illegible]
Title: Vice President
56
REQUIRED LENDERS
Agreed as of the date first above written:
THE NORINCHUKIN BANK, NEW YORK BRANCH,
through State Street Bank and Trust Company N.A. as
Fiduciary Custodian
BY: Eaton Vance Management/ Attorney-in-fact
By /s/[illegible]
-----------------------------------
Name: [illegible]
Title: Vice President
57
REQUIRED LENDERS
Agreed as of the date first above written:
Fidelity Central Investment Portfolios LLC:
Fidelity Floating Rate Central Investment Portfolio
By /s/John H. Costello
-----------------------------------
Name: John H. Costello
Title: Assistant Treasurer
58
REQUIRED LENDERS
Agreed as of the date first above written:
Fidelity Advior Series II: Fidelity Advisor Floating Rate High Income Fund
By /s/John H. Costello
-----------------------------------
Name: John H. Costello
Title: Assistant Treasurer
59
REQUIRED LENDERS
Agreed as of the date first above written:
Bushnell CBNA Loan Funding LLC, for itself
Or as agent for Bushnell CFBI Loan Funding LLC.
By /s/ Dominic Blea
---------------------------
Name: DOMINIC BLEA
Title: AS ATTORNEY-IN-FACT
60
REQUIRED LENDERS
Agreed as of the date first above written:
Stedman CBNA Loan Funding LLC, for itself
Or as agent for Stedman CFPI Loan Funding LLC.
By /s/ Dominic Blea
------------------------------------------------
Name: DOMINIC BLEA
Title: AS ATTORNEY-IN-FACT
61
REQUIRED LENDERS
Agreed as of the date first above written:
Blue Square Funding Limited Series 3
By /s/ Alice L. Wagner
------------------------------------------------
Name: ALICE L. WAGNER
Title:
62
REQUIRED LENDERS
Agreed as of the date first above written:
Pioneer Floating Rate Trust
By: Highland Capital Management, L.P.,
ITS Sub Advisor
By /s/ Mark Okada
------------------------------------------------
Name: Mark Okada
Title: Chief Investment Officer
Highland Capital Management, L.P.
63
REQUIRED LENDERS
Agreed as of the date first above written:
JASPER CLO, LTD.
BY: HIGHLAND CAPITAL MANAGEMENT, L.P.
AS COLLATERAL MANAGER
By /s/ Todd A. Travers
------------------------------------------------
Name: Todd A. Travers
Title: Assistant Secretary
Highland Capital Management, L.P.
64
REQUIRED LENDERS
Agreed as of the date first above written:
ELF FUNDING TRUST
By: Highland Capital Management, L.P.
as Collateral Manager
By /s/ Todd A. Travers
------------------------------------------------
Name: Todd A. Travers
Title: Assistant Secretary
Highland Capital Management, L.P.
65
REQUIRED LENDERS
Agreed as of the date first above written:
HIGHLAND FLOATING RATE LIMITED
LIABILITY COMPANY
By: Highland Capital Management, L.P.,
its Investment Advisor
By /s/ Mark Okada
------------------------------------------------
Name: Mark Okada
Title: Chief Investment Officer
Highland Capital Management, L.P.
66
REQUIRED LENDERS
Agreed as of the date first above written:
HIGHLAND OFFSHORE PARTNERS, L.P.
By: Highland Capital Management L.P.
As General Partner
By /s/ Todd A. Travers
------------------------------------------------
Name: Todd A. Travers
Title: Assistant Secretary
Highland Capital Management, LP.
67
REQUIRED LENDERS
Agreed as of the date first above written:
LOAN STAR STATE TRUST
By: Its Investment Manger,
Highland Capital Management, L.P.
By: Its General Partner, Strand Advisors, Inc.
By /s/ Todd A. Travers
------------------------------------------------
Name: Todd A. Travers
Title: Assistant Secretary
Highland Capital Management, L.P.
68
REQUIRED LENDERS
Agreed as of the date first above written:
Southfork CLO, Ltd.
By: Highland Capital Management, L.P.
As Collateral
By /s/ Todd A. Travers
------------------------------------------------
Name: Todd A. Travers
Title: Assistant Secretary
Highland Capital Management, L.P.
69
REQUIRED LENDERS
Agreed as of the date first above written:
Victoria Falls, CLO Ltd
By /s/ Mark D. Senkpiel
------------------------------------------------
Name: Mark D. Senkpiel
Title: Managing Director
70
REQUIRED LENDERS
Agreed as of the date first above written:
WIND RIVER CLO I LTD.
By: McDonnell Investment Management, LLC
as Manager
By /s/ Kathleen A. Zam
------------------------------------------------
Name: Kathleen A. Zam
Title: President
71
REQUIRED LENDERS
Agreed as of the date first above written:
MASTER SENIOR FLOATING RATE TRUST
By /s/ [illegible]
-----------------------------------
Floating Rate Income Strategies Fund II, Inc.
By /s/ [illegible]
-----------------------------------
Merrill Lynch Senior Floating Rate Portfolio
By: Merrill Lynch Investment Managers, LP.
as Investment Manager
By /s/ [illegible]
-----------------------------------
Longhorn CDO (Cayman) LTD
By: Merrill Lynch Investment Managers, L.P.
as Collateral Manager
By /s/ [illegible]
-----------------------------------
72
REQUIRED LENDERS
Agreed as of the date first above written:
Metropolitan Life Insurance Company
By /s/ James R. Dingler
------------------------------------------------
Name: James R. Dingler
Title: Director
73
REQUIRED LENDERS
Agreed as of the date first above written:
Venture III CDO Limited
By: its investment advisor,
MJX Asset Management LLC
By /s/ Atha Baugh
------------------------------------------------
Name: Atha Baugh
Title: Director
74
REQUIRED LENDERS
Agreed as of the date first above written:
Venture IV CDO Limited
By: its investment advisor,
MJX Asset Management LLC
By /s/ Atha Baugh
------------------------------------------------
Name: Atha Baugh
Title: Director
75
REQUIRED LENDERS
Agreed as of the date first above written:
Vista Leveraged Income Fund
By: its investment advisor,
MJX Asset Management LLC
By /s/ Atha Baugh
------------------------------------------------
Name: Atha Baugh
Title: Director
76
REQUIRED LENDERS
Agreed as of the date first above written:
Oppenheimer Senior Floating Rate Fund
By /s/ Lisa Chaffee
------------------------------------------------
Name: Lisa Chaffee
Title: AVP
77
REQUIRED LENDERS
Agreed as of the date first above written:
EAGLE LOAN TRUST
By: Stanfield Capital Partners, LLC
as its Collateral Manager
By /s/ Christopher E. Jansen
------------------------------------------------
Name: Christopher E. Jansen
Title: Managing Partner
78
REQUIRED LENDERS
Agreed as of the date first above written:
Stanfield Vantage CLO, Ltd.
By: Stanfield Capital Partners, LLC
as its Asset Manager
By /s/ Christopher E. Jansen
------------------------------------------------
Name: Christopher E. Jansen
Title: Managing Partner
79
REQUIRED LENDERS
Agreed as of the date first above written:
ULT CBNA Loan Funding LLC, for itself
Or as agent for ULT2 CFPI Loan Funding LLC.
By /s/ Dominic Blea
------------------------------------------------
Name: DOMINIC BLEA
Title: AS ATTORNEY-IN-FACT
80
REQUIRED LENDERS
Agreed as of the date first above written:
XL Re Ltd.
By: Stanfield Capital Partners, LLC
as its Collateral Manager
By /s/ Christopher E. Jansen
------------------------------------------------
Name: Christopher E. Jansen
Title: Managing Partner
81
REQUIRED LENDERS
Agreed as of the date first above written:
SAWGRASS TRADING LLC
By /s/ M. Cristina Higgins
------------------------------------------------
Name: M. Cristina Higgins
Title: Assistant Vice President
82
REQUIRED LENDERS
Agreed as of the date first above written:
Jefferson - Pilot Life Insurance Company
By: TCW Advisors, Inc.,
as its Investment Advisor
By /s/ Stephen Suo
------------------------------------------------
Name: STEPHEN SUO
Title: VICE PRESIDENT
By /s/ G. Wayne Hosang
------------------------------------------------
Name: G. WAYNE HOSANG
Title: VICE PRESIDENT
83
REQUIRED LENDERS
Agreed as of the date first above written:
PARK AVENUE LOAN TRUST
By: TCW Advisors, Inc.,
as Agent
By /s/ Stephen Suo
------------------------------------------------
Name: STEPHEN SUO
Title: VICE PRESIDENT
By /s/ G. Wayne Hosang
------------------------------------------------
Name: G. WAYNE HOSANG
Title: VICE PRESIDENT
84
REQUIRED LENDERS
Agreed as of the date first above written:
TCW SELECT LOAN FUND, LIMITED
By: TCW Advisors, Inc.,
as its Collateral Manager
By /s/ Stephen Suo
------------------------------------------------
Name: STEPHEN SUO
Title: VICE PRESIDENT
By /s/ G. Wayne Hosang
------------------------------------------------
Name: G. WAYNE HOSANG
Title: VICE PRESIDENT
85
REQUIRED LENDERS
Agreed as of the date first above written:
TCW Senior Secured Loan Fund
By: TCW Advisors, Inc.,
as its Investment Advisor
By /s/ Stephen Suo
------------------------------------------------
Name: STEPHEN SUO
Title: VICE PRESIDENT
By /s/ G. Wayne Hosang
------------------------------------------------
Name: G. WAYNE HOSANG
Title: VICE PRESIDENT
86
REQUIRED LENDERS
Agreed as of the date first above written:
CELERITY CLO LIMITED
By: TCW Advisors, Inc.,
as Agent
By /s/ Stephen Suo
------------------------------------------------
Name: STEPHEN SUO
Title: VICE PRESIDENT
By /s/ G. Wayne Hosang
------------------------------------------------
Name: G. WAYNE HOSANG
Title: VICE PRESIDENT
87
REQUIRED LENDERS
Agreed as of the date first above written:
FIRST 2004-I CLO, LTD.
By: TCW Advisors, Inc.,
as its Collateral Manager
By /s/ Stephen Suo
------------------------------------------------
Name: STEPHEN SUO
Title: VICE PRESIDENT
By /s/ G. Wayne Hosang
------------------------------------------------
Name: G. WAYNE HOSANG
Title: VICE PRESIDENT
88
SCHEDULE 2 TO
CONSENT AND AMENDMENT NO. 1
GUARANTOR CONSENT
CONSENT dated as of July 15, 2005 (this "CONSENT"), to the foregoing
Consent and Amendment No. 1 dated as of the date hereof (the "AMENDMENT") to the
Credit Agreement dated as of February 1, 2005 (as amended, amended and restated,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT";
the terms defined therein, unless otherwise defined herein, being used herein as
therein defined) among ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC., as borrower
(the "BORROWER"), ALASKA COMMUNICATIONS SYSTEMS GROUP, INC. as parent, the
several banks and other financial institutions or entities from time to time
party thereto, as lenders (the "LENDERS"), CANADIAN IMPERIAL BANK OF COMMERCE,
acting through its New York Agency, as Administrative Agent, CIBC WORLD MARKETS
CORP., J.P. MORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES LLC, as
Co-Lead Arrangers and Joint Book Managers, JPMORGAN CHASE BANK, N.A., as
Syndication Agent and BANK OF AMERICA, N.A., as Documentation Agent.
Each of the undersigned, as a Guarantor under one or more of the
Guarantee Agreements in favor of the Secured Parties, and as a Grantor under the
Security Agreement and the other Security Documents hereby consents to the
foregoing Consent and Amendment No. 1 and hereby confirms and agrees that
notwithstanding the effectiveness of such Consent and Amendment No. 1, the
Guarantee Agreements and the Security Documents are, and shall continue to be,
in full force and effect and each is hereby ratified and confirmed in all
respects, except that, on and after the effectiveness of such Consent and
Amendment No. 1, each reference in each Guarantee Agreement and the Security
Documents to the "Credit Agreement", "thereunder", "thereof" or words of like
import shall mean and be a reference to the Credit Agreement, as amended by such
Consent and Amendment No. 1.
IN WITNESS WHEREOF, the undersigned have caused this Consent to be
executed and delivered by their duly authorized officers as of the date first
above written.
ALASKA COMMUNICATIONS SYSTEMS
GROUP, INC.
By: /s/ David Wilson
---------------------------------------
Name: David Wilson
Title: Senior Vice President and Chief Financial Officer
ACS OF ALASKA, INC.
ACS OF THE NORTHLAND, INC.
ACS OF FAIRBANKS, INC.
ACS OF ANCHORAGE, INC.
ACS WIRELESS, INC.
ACS LONG DISTANCE, INC.
ACS INTERNET, INC.
ACS INFOSOURCE, INC.
ACS MESSAGING, INC.
ACS OF ALASKA LICENSE SUB, INC.
ACS OF THE NORTHLAND LICENSE SUB, INC.
ACS OF FAIRBANKS LICENSE SUB, INC.
ACS OF ANCHORAGE LICENSE SUB, INC.
ACS WIRELESS LICENSE SUB, INC.
ACS LONG DISTANCE LICENSE SUB, INC.
ACS TELEVISION LICENSE SUB, INC.
ACS SERVICES, INC.
By: /s/ David Wilson
----------------------------------------
Name: David Wilson
Title: Senior Vice President and Chief Financial Officer