DATED AS OF MAY 14, 1999 BY AND AMONGStockholders' Agreement • July 7th, 1999 • Alec Holdings Inc • New York
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)
EXHIBIT 10.11 [THE SEAL OF THE STATE OF ALASKA] COMPREHENSIVE TELECOMMUNICATIONS SERVICE AGREEMENTService Agreement • March 29th, 2002 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • Alaska
Exhibit 2.2 ASSET PURCHASE AGREEMENT By and Between ALASKA COMMUNICATIONS SYSTEMS, INC.Asset Purchase Agreement • July 7th, 1999 • Alec Holdings Inc • 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
FORM T-1Alec Holdings Inc • July 7th, 1999
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....Alec Holdings Inc • July 7th, 1999 • New York
WITNESSETH:Stockholders' Agreement • October 8th, 1999 • Alec Holdings 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...Letter Agreement • March 30th, 2004 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • Alaska
and -Investment Agreement • May 6th, 2003 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • Ontario
UNDERWRITING AGREEMENT _________________________________________Alaska Communications Systems Group Inc • November 17th, 1999 • Telephone communications (no radiotelephone) • New York
WITNESSETH:Stockholders' Agreement • November 17th, 1999 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 1.1 EXECUTION COPY CONSENT AND AMENDMENT NO. 1Alaska Communications Systems Group Inc • July 21st, 2005 • Telephone communications (no radiotelephone) • New York
dated as of May 14, 1999, amongCredit Agreement • July 7th, 1999 • Alec Holdings Inc • New York
AGREEMENT AND PLAN OF MERGER by and among ALASKA COMMUNICATIONS SYSTEMS GROUP, INC., PROJECT 8 BUYER, LLC, and PROJECT 8 MERGERSUB, INC. December 31, 2020Agreement and Plan of Merger • 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”).
May 3, 2001Letter Agreement • April 30th, 2002 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • Delaware
May 3, 2001Letter Agreement • April 30th, 2002 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • Delaware
EXHIBIT 10.12Amendment and Waiver • July 31st, 2002 • 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 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.
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....Alec Holdings Inc • July 7th, 1999 • New York
AGREEMENT AND PLAN OF MERGER by and among ALASKA COMMUNICATIONS SYSTEMS GROUP, INC., JUNEAU PARENT CO, INC., and JUNEAU MERGER CO, INC. November 3, 2020Agreement and Plan of Merger • 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”).
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, 2018Benefits 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
the Guarantors listed herein and The Bank of New York Trust Company, N.A., as Trustee INDENTURE Dated as of April 8, 2008 5.75% Convertible Notes due 2013Alaska Communications Systems Group Inc • April 14th, 2008 • Telephone communications (no radiotelephone) • New York
INDENTURE, dated as of April 8, 2008, 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 Trust Company, N.A., a national banking association, as trustee (hereinafter sometimes called the “Trustee”, as more fully set forth in Section 1.01).
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 10.15Amendment And • May 13th, 2003 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • New York
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC. DUE 2013 Resale Registration Rights Agreement dated April 8, 2008Registration 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).
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.”
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.
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC. 8,823,530 Shares of Common Stock Underwriting AgreementAlaska Communications Systems Group Inc • January 27th, 2005 • 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".
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • December 22nd, 2017 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT, dated as of [●], is by and between Alaska Communications Systems Group, Inc., a Delaware corporation (the “Company”), and [●] (the “Indemnitee”).
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.
120,000,000 AGGREGATE PRINCIPAL AMOUNT ALASKA COMMUNICATIONS SYSTEMS GROUP, INC. Purchase AgreementAlaska Communications Systems Group Inc • May 11th, 2011 • 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”) $120,000,000 in aggregate principal amount of its 6.25% Convertible Notes due 2018 (the “Notes”), guaranteed on a joint and several basis by the subsidiaries of the Company listed in Schedule B and each domestic subsidiary of the Company hereafter created or acquired, other than its license subsidiaries, (the “Guarantors,” and such guarantees, the “Guarantees”). J.P. Morgan Securities LLC has agreed to act as the representative of the several Initial Purchasers (in such capacity, the “Representative”) in connection with the offering and sale of the Notes. To the extent that there are no additional Initial Purchasers listed on Schedule A other than you, the term “Initial Purchasers” as used herein shall mean you, as Initial Purchaser. The term “Initial Purchasers” shall mean either the singular or plural as
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, 2020Amended and Restated Agreement 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”).
EXECUTION COPY ALASKA COMMUNICATIONS SYSTEMS GROUP, INC. 9,548,879 Shares of Common Stock Underwriting AgreementAlaska Communications Systems Group Inc • March 15th, 2006 • Telephone communications (no radiotelephone) • New York
The stockholders listed in Schedule I hereto (collectively, the “Selling Stockholders”) propose to sell (the “Offering”) to RBC Capital Markets Corporation as underwriter (the “Underwriter”), an aggregate of 9,548,879 shares, of common stock, par value $0.01 per share (the “Shares”) of Alaska Communications Systems Group, Inc., a Delaware corporation (the “Company”). 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”.
PURCHASE AND SALE AGREEMENT DATED AS OF DECEMBER 4, 2014 BY AND AMONG ALASKA COMMUNICATIONS SYSTEMS GROUP, INC., ACS WIRELESS, INC., GCI COMMUNICATION CORP., GCI WIRELESS HOLDINGS, LLC GENERAL COMMUNICATION, INC. AND THE ALASKA WIRELESS NETWORK, LLCPurchase and Sale Agreement • March 5th, 2015 • Alaska Communications Systems Group Inc • Telephone communications (no radiotelephone) • Delaware
This PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated as of December 4, 2014 (the “Signing Date”), by and among Alaska Communications Systems Group, Inc., a Delaware corporation (“ACS”), ACS Wireless, Inc., an Alaska corporation (“ACS Wireless”), GCI Communication Corp., an Alaska corporation (“GCI”), GCI Wireless Holdings, LLC, an Alaska limited liability company (“GCI Wireless”), The Alaska Wireless Network, LLC, a Delaware limited liability company (the “Company”), and General Communication, Inc., an Alaska corporation (“GCI Parent”). Capitalized terms used and not otherwise defined in this Agreement have the meanings given such terms in Section 1.
