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".
January 26, 2005 Dexter Paine Fox Paine & Company, LLC 950 Tower Lane, Suite 1950 Foster City, CA 94404 Dear Dexter:Alaska Communications Systems Group Inc • January 27th, 2005 • Telephone communications (no radiotelephone)
By way of a letter dated May 14, 1999, Fox Paine and Company, LLC ("FPC") entered into an agreement (the "Agreement") with Alaska Communications Systems Holdings, Inc. ("ACSH"). The Agreement provided for ACSH to pay FPC: (1) a one-time transaction closing fee; and (2) an annual management fee equal to 1.0% of ACSH's annual consolidated EBITDA. Under its terms, the Agreement was to be annually renewed automatically unless terminated in writing.
