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                                                                   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 COMMUNICATIONS SYSTEMS HOLDINGS, INC.
600 Telephone Avenue, MS 65
Anchorage, Alaska
99503

ATTENTION:        General Counsel

- and -

THE OTHER ACS PARTIES

Dear Sirs:

         We understand that ACS Media Income Fund (the "FUND") proposes to issue
and sell to the Underwriters (as defined below) previously unissued trust units
of the Fund (the "UNITS") and has prepared and filed a Preliminary Prospectus
(as amended and restated) with respect to the Units in each of the provinces and
territories of Canada (the "QUALIFYING JURISDICTIONS"). We also understand that
Alaska Communications Systems Holdings, Inc. ("ALASKA COMMUNICATIONS SYSTEMS")
is the promoter of the Fund and that the Fund intends to use the proceeds of the
sale of the Units to indirectly, through ACS Media Canada Inc. ("ACS CANADA"),
acquire a 87.4% interest in ACS Media LLC (the "COMPANY") from ACS Media
Holdings LLC ("ACS HOLDINGS"), a wholly-owned subsidiary of ACS InfoSource, Inc.
("ACS INFOSOURCE"). Upon and subject to the terms and conditions contained in
this agreement, CIBC World Markets Inc. ("CIBC WM"), RBC Dominion Securities
Inc. ("RBC DS"), Scotia Capital Inc. ("SCOTIA"), BMO Nesbitt Burns Inc. ("BMO
NB"), National Bank Financial Inc. ("NBF") and Westwind Partners Inc.
("WESTWIND") (collectively, the "UNDERWRITERS", and each, an "UNDERWRITER")
hereby severally offer to purchase from the Fund in the respective percentages
set out in Section 25 of this agreement, and the Fund hereby agrees to sell to
the Underwriters, all but not less than all of the 17,500,000 Units (the
"INITIAL UNITS") at the purchase price of $10.00 per Unit, being an aggregate
purchase price of $175,000,000.

         By acceptance of this agreement, the Fund grants to the Underwriters an
irrevocable right (the "OVER-ALLOTMENT OPTION") to purchase, severally and not
jointly, up to 1,500,000 additional Units (or such lesser amount, such that
following the exercise of the Over-Allotment Option in full, ACS Holdings will
continue to own at least 5% of the issued and outstanding Company Interests)
(the "ADDITIONAL UNITS") from the Fund on the same basis (including as to the
fee payable to the Underwriters per Additional

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Unit) as the purchase of the Initial Units. If CIBC WM, on behalf of the
Underwriters, elects to exercise the Over-Allotment Option (which election may
occur on no more than one occasion), CIBC WM shall notify the Fund in writing
not later than noon on the 30th day following the Closing Date, which notice
shall specify the number of Additional Units to be purchased by the Underwriters
and the date and time at which such Additional Units are to be purchased (the
"OVER-ALLOTMENT CLOSING TIME"). Such date may be the same as the Closing Date
but not earlier than the later of (i) the Closing Date and (ii) three business
days after the delivery date of such notice, nor later than five business days
after the date of such notice. Additional Units may be purchased solely for the
purpose of covering over-allotments made in connection with the offering of the
Initial Units. If any Additional Units are purchased, each Underwriter agrees,
severally and not jointly, to purchase the number of Additional Units (subject
to such adjustments to eliminate fractional Units as CIBC WM may determine) that
bears the same proportion to the total number of Additional Units to be
purchased as the number of Initial Units set out in Section 25 opposite the name
of such Underwriter bears to the total number of Initial Units.

         The Initial Units and the Additional Units are hereinafter referred to,
collectively, as the "PURCHASED UNITS")

         In consideration of the agreement of the Underwriters to purchase the
Initial Units and to offer them to the public pursuant to the Prospectus, the
Fund agrees to pay to the Underwriters, at the Time of Closing (as defined
below), an aggregate fee of $10,062,500, being a fee equal to 5.75% of the
aggregate purchase price for the Initial Units, or $0.575 per Initial Unit.

TERMS AND CONDITIONS

         The following are additional terms and conditions of this agreement
among the Fund, ACS Canada, the Company, ACS Holdings, ACS InfoSource, Alaska
Communications Systems and the Underwriters.

1.       DEFINITIONS.

         Where used in this agreement, or in any amendment to this agreement,
         the following terms will have the following meanings, respectively:

         1.1      "ACS CANADA" means ACS Media Canada Inc., a corporation
                  existing under the laws of the Province of Ontario;

         1.2      "ACS CREDIT DOCUMENTS" means any or all of the credit
                  agreements, indentures or other similar documents to which
                  Alaska Communications Systems Group, Inc. and/or Alaska
                  Communications Systems Holdings, Inc. and/or any of their
                  respective affiliates are a party or are bound, together with
                  all instruments and other agreements entered into in
                  connection with such agreements, each as amended,
                  supplemented, or otherwise modified from time to time;

         1.3      "ACS HOLDINGS" means ACS Media Holdings LLC, a limited
                  liability company existing under the laws of the State of
                  Alaska;

         1.4      "ACS INFOSOURCE" means ACS InfoSource, Inc., a corporation
                  existing under the laws of the State of Alaska;

         1.5      "ACS NOTES" means the notes issued pursuant to the Note
                  Indenture;

         1.6      "ACS PARTIES" means, collectively, the Fund, ACS Canada, the
                  Company, ACS Holdings, ACS InfoSource and Alaska
                  Communications Systems Holdings, Inc.;

         1.7      "AFFILIATE" means an affiliated entity for purposes of Section
                  1.2 of Ontario Securities Commission Rule 45-501 [Revised] -
                  Exempt Distributions;

         1.8      "BENEFICIARIES" has the meaning given to that term in Section
                  16.8;

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         1.9      "BUSINESS" means the business carried on by ACS InfoSource,
                  and to be carried on by the Fund, indirectly through the
                  Company, immediately following the Time of Closing, as
                  described in the Prospectus;

         1.10     "BUSINESS DAY" means a day other than a Saturday, a Sunday or
                  a day on which banks are not open for business either in
                  Toronto, Ontario or Anchorage, Alaska;

         1.11     "CLAIM" has the meaning given to that term in Section 16;

         1.12     "CLOSING" means the completion of the offering of the Initial
                  Units under the Prospectus and the transactions contemplated
                  in Articles 2, 3, 4, 5, 6, 7 and 8 of the Investment Agreement
                  on the Closing Date;

         1.13     "CLOSING DATE" means May 8, 2003 or any earlier or later date
                  as may be agreed to in writing by the Fund, Alaska
                  Communications Systems and the Underwriters, each acting
                  reasonably, but will in any event not be later than May 30,
                  2003;

         1.14     "CODE" means the U.S. Internal Revenue Code of 1986, as
                  amended;

         1.15     "COMPANY" means ACS Media LLC, a limited liability company
                  existing under the laws of the State of Alaska;

         1.16     "COMPANY INTERESTS" means membership interests in the capital
                  of the Company, as subsequently consolidated or subdivided, or
                  any other securities resulting from a reclassification or
                  amendment thereto;

         1.17     "CONTINUING UNDERWRITERS" has the meaning given to that term
                  in Section 25;

         1.18     "DECLARATION OF TRUST" means the declaration of trust dated
                  March 5, 2003, pursuant to which the Fund was created, as
                  amended and restated from time to time;

         1.19     "DEFAULTED UNITS" has the meaning given to that term in
                  Section 25;

         1.20     "DISCLOSURE LETTER" means the letter dated the date of this
                  agreement from the Company to the Underwriters in respect of
                  the representations and warranties related to the Company and
                  the Business, in form satisfactory to the Underwriters, and
                  which letter forms an integral part of this agreement;

         1.21     "DISTRIBUTION" means a distribution or distribution to the
                  public, as the case may be, for the purposes of the Securities
                  Laws or any of them;

         1.22     "EMPLOYMENT AGREEMENTS" means, collectively, the employment
                  agreements to be dated the Closing Date between the Company
                  and each of Wesley E. Carson, Wayne P. Graham and Vicki L.
                  Pedersen in respect of his/her services as President and Chief
                  Executive Officer, Executive Vice President and Chief
                  Financial Officer and Vice President, Operations of the
                  Company, respectively.

         1.23     "ENVIRONMENT" means soils, land surface or subsurface strata,
                  surface waters (including navigable waters, ocean waters,
                  streams, ponds, drainage basins and wetlands), groundwaters,
                  draining water supply, stream sediments, air, plant and animal
                  life, and any other environmental medium or natural resource;

         1.24     "ENVIRONMENTAL LAWS" means any U.S. federal, state, municipal
                  or local law, statute, by-law, ordinance, regulation, rule,
                  order, decree, permit agreement, judicial or administrative
                  decision, injunction or legally binding requirement of any
                  governmental authority which relates to or otherwise imposes
                  liability or standards of conduct concerning discharges,
                  spills, releases or threatened releases of noises, odours or
                  any Substances into, or the presence of noises, odours or any
                  Substances in, ambient air, ground or surface water or land,
                  municipal or other works (including sewers and storm drains)
                  or otherwise relating to

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                  the manufacture, processing, generation, distribution, use,
                  treatment storage, discharge, release, disposal, clean-up,
                  transport or handling of Substances or to the protection of
                  the environment, as now or at any time hereafter in effect;

         1.25     "ENVIRONMENTAL PERMITS" means all permits, certificates,
                  consents, authorizations, registrations, licences or other
                  approvals issued by any Governmental Body pursuant to any
                  Environmental Laws;

         1.26     "EXCHANGE AGREEMENT" means the exchange agreement to be
                  entered into on the closing of the offering under the
                  Prospectus among the Fund, ACS Canada, the Company, ACS
                  Holdings and ACS InfoSource and such other Persons who from
                  time to time execute the exchange agreement or are deemed to
                  be party thereto, regarding the Exchange Rights;

         1.27     "EXCHANGE RIGHTS" means the rights granted pursuant to, and
                  referred to as the "Investor Exchange Right" in, the Exchange
                  Agreement;

         1.28     "EXISTING SECURITYHOLDERS" has the meaning given to that term
                  in Section 20;

         1.29     "FINAL MRRS DECISION DOCUMENT" means a receipt for the
                  Prospectus issued in accordance with the MRRS;

         1.30     "FINANCIAL INFORMATION" means:

                  a.       the selected consolidated financial information of
                           ACS InfoSource set forth in the Prospectus under the
                           headings "Prospectus Summary - Summary of
                           Distributable Cash Flows of the Fund", "Prospectus
                           Summary - Selected Consolidated Financial
                           Information", "Summary of Distributable Cash Flows of
                           the Fund", "Reconciliation of Income Before Income
                           Taxes to EBITDA", "Selected Consolidated Financial
                           Information" and "Consolidated Capitalization";

                  b.       the selected consolidated financial information of
                           the Fund set forth in the Prospectus under the
                           headings "Prospectus Summary - Summary of
                           Distributable Cash Flows of the Fund" and "Summary of
                           Distributable Cash Flows of the Fund";

                  c.       management's discussion and analysis of financial
                           condition and results of operations set forth in the
                           Prospectus under the heading "Management's Discussion
                           and Analysis of Financial Condition and Results of
                           Operations"; and

                  d.       the financial statements (including pro forma
                           financial statements) of the Fund and ACS InfoSource;

                  e.       in each case, included in the Prospectus, together
                           with the reports of Deloitte & Touche LLP, on those
                           financial statements, if applicable, and including
                           the notes with respect to those financial statements,
                           if applicable;

         1.31     "FUND" means ACS Media Income Fund, a trust formed under the
                  laws of the Province of Ontario;

         1.32     "GOVERNMENTAL BODY" means any (i) multinational, federal,
                  provincial, state, municipal, local or other governmental or
                  public department, central bank, court, commission, board,
                  bureau, agency or instrumentality, domestic or foreign; (ii)
                  any subdivision or authority of any of the foregoing; (iii)
                  any quasi-governmental, self-regulatory organization or
                  private body exercising any regulatory, expropriation or
                  taxing authority under or for the account of its members or
                  any of the above; or (iv) any arbitrator exercising
                  jurisdiction over the affairs of the applicable Person, asset,
                  obligation or other matter;

         1.33     "GOVERNMENTAL CHARGES" means all taxes, duties, levies,
                  assessments, reassessments and other charges together with all
                  related penalties, interest and fines, payable in respect of
                  periods ending on or before the Closing Date to any domestic
                  or foreign government

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                  (federal, provincial, state, municipal or otherwise) or to any
                  regulatory authority, agency, commission or board of any
                  domestic or foreign government, or imposed by any court or any
                  other law, regulation or rule making entity having
                  jurisdiction in the relevant circumstances, applicable to any
                  of ACS InfoSource, ACS Holdings, the Company, or the Business;

         1.34     "HSR ACT" means the United States Hart-Scott-Rodino Antitrust
                  Improvements Act of 1976, as amended, and the regulations
                  promulgated thereunder;

         1.35     "INDEMNIFIED PARTY" and "Indemnified Parties" have the
                  meanings given to those terms in Section 16.1;

         1.36     "INVESTMENT AGREEMENT" means the investment agreement to be
                  entered into on the date of the Prospectus among the Fund, ACS
                  Canada, the Company, ACS Holdings, ACS InfoSource and Alaska
                  Communications Systems respecting, among other things, the
                  investment by the Fund of the proceeds of the offering under
                  the Prospectus in ACS Canada and the purchase by ACS Canada of
                  87.4% of the existing and outstanding Company Interests from
                  ACS Holdings;

         1.37     "IPO OFFERING DOCUMENTS" has the meaning given to that term in
                  Section 16.1.2;

         1.38     "LAW" means any and all laws, including all federal, state,
                  provincial and local statutes, codes, ordinances, guidelines,
                  decrees, rules, regulations and municipal by-laws and all
                  judicial, arbitral, administrative, ministerial, departmental
                  or regulatory judgments, orders, directives, decisions,
                  rulings or awards or other requirements of any other
                  Governmental Body, binding on or affecting the Person referred
                  to in the context in which the term was used;

         1.39     "LIEN" means any mortgage, charge, pledge, hypothecation,
                  security interest, assignment, Lien (statutory or otherwise),
                  charge, title retention agreement or arrangement, restrictive
                  covenant or other encumbrance of any nature, or any other
                  arrangement or condition which, in substance, secures payment
                  or performance of an obligation;

         1.40     "LLC AGREEMENT" means the limited liability company agreement
                  of the Company dated April 28, 2003;

         1.41     "LTIP" means the long-term incentive plan for the managers,
                  officers and senior management employees of the Company;

         1.42     "MATERIAL ADVERSE EFFECT" or "MATERIAL ADVERSE CHANGE" means
                  any effect or change on the Fund, ACS Canada, the Company or
                  the Business that is or is reasonably likely to be materially
                  adverse to the results of operations, financial condition,
                  assets, properties, capital, liabilities (contingent or
                  otherwise), cash flow, income or business operations of the
                  Fund, ACS Canada, the Company or the Business, after giving
                  effect to this agreement and the transactions contemplated
                  hereby or that is materially adverse to the completion of the
                  transactions contemplated by this agreement or the Related
                  Agreements, in each case taken as a whole and as a going
                  concern and, for greater certainty, where applicable, applying
                  the multiple or yield based upon which Units are priced and
                  sold under the Prospectus and the consequential loss or
                  diminution of value resulting from such effect or change;

         1.43     "MATERIAL AGREEMENTS" means, collectively, (i) the Directory
                  Publishing Services Agreement between ACS InfoSource and L.M.
                  Berry and Company, (ii) the Publishing Rights Agreement, the
                  PRA Licence Agreement, the PRA Subscriber List Information
                  Agreement, the PRA Directory Agreement, the Directory
                  Publication and Distribution Agreement, the License Agreement,
                  the Subscriber List Information License Agreement, the Data
                  Services Agreement, the Billing and Collection Agreement, each
                  described in the Prospectus, (iii) the Non-Competition
                  Agreement among Alaska Communications Systems, the Company and
                  others, described in the Prospectus, and (iv) the Transition
                  Services

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                  Agreement among the Company, Alaska Communications Systems and
                  others, described in the Prospectus;

         1.44     "MATERIAL FACT" means a fact that significantly affects, or
                  would reasonably be expected to have a significant effect on,
                  the market price or value of the Purchased Units;

         1.45     "MISREPRESENTATION" means (i) an untrue statement of a
                  material fact, or (ii) an omission to state a material fact
                  that is required to be stated or that is necessary to make a
                  statement not misleading in light of the circumstances in
                  which it was made;

         1.46     "MRRS" means the mutual reliance review system procedures
                  provided for under National Policy 43-201- Mutual Reliance
                  Review System for Prospectuses and Annual Information Forms,
                  as amended;

         1.47     "NON-U.S. UNITHOLDER" means any holder of Units that is not a
                  U.S. Unitholder.

         1.48     "NOTE INDENTURE" means the note indenture providing for the
                  issuance of the 14% unsecured, subordinated notes of ACS
                  Canada, dated the Closing Date, among ACS Canada and the Trust
                  Company, as trustee;

         1.49     "OCCUPATIONAL SAFETY AND HEALTH LAW" means any U.S. federal,
                  state, municipal or local statute, law, by-law, ordinance,
                  code, rule, regulation, order or decree regulating, relating
                  to or imposing liability or standards of conduct concerning
                  employee health and/or safety;

         1.50     "OFFERING" means the offering of trust units to the public
                  under the Prospectus, including pursuant to the exercise of
                  the Over-Allotment Option;

         1.51     "ORDINARY COURSE" means, with respect to an action taken by a
                  Person, that such action is consistent in all material
                  respects with past practices of the Person and is taken in
                  ordinary course of the normal day-to-day operations of the
                  Person;

         1.52     "PERMITTED ENCUMBRANCES" means (i) Liens for taxes,
                  assessments or governmental charges or levies on property not
                  yet due and delinquent; and (ii) easements, encroachments and
                  other minor imperfections of title which do not, individually
                  or in the aggregate, materially detract from the value of or
                  impair the use or marketability of any real property;

         1.53     "PERSON" means any individual, partnership, limited
                  partnership, limited liability company, joint venture,
                  syndicate, sole proprietorship, company or corporation with or
                  without share capital, unincorporated association, trust,
                  trustee, executor, administrator or other legal personal
                  representative, regulatory body or agency, government or
                  governmental agency, authority or entity however designated or
                  constituted;

         1.54     "PLANS" has the meaning given to that term in Section
                  13.1.18.2;

         1.55     "PRELIMINARY PROSPECTUS" means the preliminary prospectus of
                  the Fund dated March 6, 2003, as amended and restated on April
                  9, 2003, in each case approved, signed and certified in
                  accordance with the Securities Laws relating to the
                  qualification for distribution of the Purchased Units under
                  applicable Securities Laws in the Qualifying Jurisdictions;

         1.56     "PROPOSED CREDIT FACILITY" means the senior secured credit
                  facility to be established pursuant to a note purchase
                  agreement and a revolving loan agreement, in the aggregate
                  principal amount of U.S.$40 million, between the Company,
                  Metropolitan Life Insurance Company, the Lenders thereunder
                  and the Guarantors thereto;

         1.57     "PROSPECTUS" means the (final) prospectus of the Fund dated
                  the date of this agreement, approved, signed and certified in
                  accordance with the Securities Laws, relating to the
                  qualification for distribution of the Purchased Units under
                  applicable Securities Laws in the Qualifying Jurisdictions;

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         1.58     "REFUSING UNDERWRITER" has the meaning given to that term in
                  Section 25;

         1.59     "RELATED AGREEMENTS" means the Declaration of Trust, the
                  Investment Agreement, the Securityholders Agreement, the
                  Proposed Credit Facility, the Exchange Agreement, the Note
                  Indenture, the LLC Agreement and the Employment Agreements;

         1.60     "RELEASE" means any discharge, including any emission,
                  release, deposit, issuance, spray, escape, spill or leak;

         1.61     "SECURITIES COMMISSION" means the applicable securities
                  commission or regulatory authority in each of the Qualifying
                  Jurisdictions;

         1.62     "SECURITIES LAWS" means, collectively, and, as the context may
                  require, the applicable securities laws of each of the
                  Qualifying Jurisdictions and the respective regulations and
                  rules made under those securities laws together with all
                  applicable policy statements, blanket orders and rulings of
                  the Securities Commissions and all discretionary orders or
                  rulings, if any, of the Securities Commissions made in
                  connection with the transactions contemplated by this
                  agreement, together with applicable published policy
                  statements of the Canadian Securities Administrators;

         1.63     "SECURITYHOLDERS AGREEMENT" means the securityholders
                  agreement to be entered into on the Closing Date, among ACS
                  Canada, ACS Holdings and the Company respecting, among other
                  things, appointment of the managers of the Company,
                  pre-emptive rights to purchase Company Interests and certain
                  approval rights of ACS Holdings over the affairs of the
                  Company;

         1.64     "STANDARD LISTING CONDITIONS" has the meaning given to that
                  term in Section 5.5.3;

         1.65     "SUBSIDIARY" means a subsidiary entity for purposes of Section
                  1.2 of Ontario Securities Commission Rule 45-501 [Revised] -
                  Exempt Distributions;

         1.66     "SUBSTANCE" means any substances or material which under any
                  Environmental Law is defined to be "hazardous", "toxic",
                  "deleterious", "caustic", "dangerous", a "contaminant", a
                  "pollutant", a "dangerous good", a "waste", a "special waste",
                  a "source of contamination" or a "source of pollutant" and any
                  substances or materials the discharge of or release to, or the
                  concentration of which in soil, sediment, ground water or
                  surface water or ambient air are regulated under any
                  Environmental Law;

         1.67     "SUPPLEMENTARY MATERIAL" means, collectively, any amendment to
                  the Prospectus or U.S. Placement Memorandum, any amendment or
                  supplemental prospectus or ancillary materials that may be
                  filed by or on behalf of the Fund under the Securities Laws
                  and the Securities Laws of the United States relating to the
                  qualification for distribution of, the Purchased Units;

         1.68     "TAX ACT" has the meaning given to that term in Section
                  13.1.18.2;

         1.69     "TIME OF CLOSING" means 8:00 a.m. (Toronto time) on the
                  Closing Date, or any other time on the Closing Date as may be
                  mutually agreed to by the Fund, Alaska Communications Systems
                  and the Underwriters;

         1.70     "TRUST COMPANY" means CIBC Mellon Trust Company;

         1.71     "TSX" means the Toronto Stock Exchange;

         1.72     "UNITED STATES" means the United States of America, its
                  territories and possessions, and any state of the United
                  States and the District of Columbia;

         1.73     "U.S. PLACEMENT MEMORANDUM" means the placement memorandum, if
                  any, of the Fund, and any amendment thereto, prepared in
                  accordance with the U.S. Securities Laws, in

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                  connection with a private placement of Units in the United
                  States as contemplated by Section 23;

         1.74     "U.S. EXCHANGE ACT" has the meaning given to that term in
                  Section 23;

         1.75     "U.S. SECURITIES ACT" has the meaning given to that term in
                  Section 23;

         1.76     "U.S. SECURITIES LAWS" means the U.S. Securities Act, the U.S.
                  Exchange Act, all rules and regulations promulgated
                  thereunder, and any state securities laws; and

         1.77     "U.S. UNITHOLDER" means any holder of Units that is (i) a
                  citizen or individual resident in the United States for U.S.
                  federal tax purposes, (ii) a corporation or other entity
                  taxable as a corporation created or organized under the laws
                  of the United States or any political subdivision thereof,
                  (iii) an estate, the income of which is subject to United
                  States federal income tax regardless of the source, or (iv) a
                  trust, if a court within the United States is able to exercise
                  primary supervision over the trust's administration and one or
                  more United States persons have the authority to control all
                  its substantial decisions.

         Capitalized terms used but not defined in this agreement have the
         meanings given to them in the Prospectus.

         Unless otherwise indicated, all references to monetary amounts in this
         agreement are to lawful money of Canada.

         Any reference in this agreement to a Section, paragraph, subsection,
         subparagraph, clause or subclause will refer to a Section, paragraph,
         subsection, subparagraph, clause or subclause of this agreement.

         All words and personal pronouns relating to those words will be read
         and construed as the number and gender of the party or parties referred
         to in each case required and the verb will be construed as agreeing
         with the required word and/or pronoun.

         Wherever the words "include", "includes" or "including" are used in
         this agreement, they shall be deemed to be followed by the words
         "without limitation".

         References in this agreement to actions to be taken by the Fund, mean
         actions to be taken by the trustees of the Fund on behalf of the Fund,
         or their duly authorized agent or attorney.

2.       ATTRIBUTES OF THE PURCHASED UNITS.

The Purchased Units to be issued and sold under this agreement by the Fund will
be duly and validly created and issued by the Fund and, when issued and sold by
the Fund, those Purchased Units will have the attributes set out in the
Declaration of Trust, subject to those modifications or changes (if any) prior
to the Closing Date as may be permitted under the Declaration of Trust and
agreed to in writing by the Fund and the Underwriters.

3.       FILING OF PROSPECTUS.

         3.1      The Fund will, as soon as possible following the execution of
                  this agreement, prepare and file the Prospectus in each of the
                  Qualifying Jurisdictions with the Securities Commissions under
                  the Securities Laws, and will obtain the Final MRRS Decision
                  Document as soon as possible after the filing and, in any
                  event, not later than 5:00 p.m. (Toronto time) on April 30,
                  2003 (or such other time and/or later date as the Fund and the
                  Underwriters may agree) and will have taken all other steps
                  and proceedings that may be necessary in order to qualify the
                  Purchased Units for distribution in each of the Qualifying
                  Jurisdictions by the Underwriters and other persons who are
                  registered in a category permitting them to distribute the
                  Purchased Units under the Securities Laws and who comply with
                  the Securities Laws.

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         3.2      Until the distribution of the Purchased Units is completed,
                  the Fund will promptly take, or cause to be taken, all
                  additional steps and proceedings that may from time to time be
                  required under the Securities Laws to continue to qualify the
                  distribution of the Purchased Units or, in the event that the
                  Purchased Units have, for any reason, ceased so to qualify, to
                  so qualify again the Purchased Units, as applicable, for
                  distribution.

4.       DISTRIBUTION AND CERTAIN OBLIGATIONS OF UNDERWRITERS.

         4.1      During the course of the distribution of the Purchased Units
                  to the public by or through the Underwriters, the Underwriters
                  will offer and sell those Purchased Units to the public, only
                  in those jurisdictions where they may be lawfully offered for
                  sale or sold and only at the price per Unit set out on the
                  cover page of the Prospectus. The Underwriters will comply
                  with applicable Securities Laws (including the U.S. Securities
                  Act) in connection with the offer to sell or distribution of
                  the Purchased Units. Except in the Qualifying Jurisdictions,
                  the Underwriters will not, directly or indirectly, solicit
                  offers to purchase or sell the Purchased Units or deliver the
                  Prospectus or any Supplementary Material so as to require
                  registration of those Units or filing of a prospectus with
                  respect to those Units under the laws of any jurisdiction,
                  including, without limitation, the United States. Any offer or
                  sale of the Purchased Units in the United States will be made
                  in accordance with Section 23 of this agreement. Each
                  Underwriter will cause similar undertakings to be contained in
                  any agreements among the members of the banking, selling or
                  other groups formed for the distribution of the Purchased
                  Units and will require any member of the banking, selling or
                  other group formed for the distribution of the Purchased Units
                  to comply with applicable Securities Laws (including the U.S.
                  Securities Act) and any applicable Securities Laws in the
                  United States.

         4.2      The Underwriters will complete and will use their reasonable
                  best efforts to cause members of their selling group (if any)
                  to complete the distribution of the Purchased Units as
                  promptly as possible after the Time of Closing. The
                  Underwriters will notify the Fund and the TSX, in writing,
                  when, in the Underwriters' opinion, the Underwriters and the
                  members of their selling group (if any) have ceased
                  distribution of the Purchased Units and, promptly after
                  completion of the distribution, will provide the Fund, in
                  writing, with a breakdown of the number of Purchased Units
                  distributed in each of the Qualifying Jurisdictions where that
                  breakdown is required by the Securities Commission of that
                  jurisdiction for the purpose of calculating fees payable to
                  that Securities Commission.

         4.3      No Underwriter will be liable to the Fund under this Section 4
                  with respect to a default by any of the other Underwriters but
                  will be liable to the Fund for its own default.

5.       DELIVERY OF PROSPECTUS AND RELATED MATTERS.

         5.1      The Fund will cause to be delivered to the Underwriters, at
                  those delivery points as the Underwriters reasonably request,
                  as soon as possible and in any event no later than 12:00 p.m.
                  (Toronto time) on May 1, 2003, and thereafter from time to
                  time during the distribution of the Purchased Units, as many
                  commercial copies of the Prospectus in the English language
                  and French language as the Underwriters may reasonably
                  request. The Fund will similarly cause to be delivered to the
                  Underwriters, at those delivery points as the Underwriters may
                  reasonably request, commercial copies of any Supplementary
                  Material required to be delivered to purchasers or prospective
                  purchasers of the Purchased Units. The Fund has previously
                  delivered to the Underwriters copies of the Preliminary
                  Prospectus as approved, signed and certified as required by
                  the Securities Laws. Each delivery of the Preliminary
                  Prospectus, the Prospectus or any Supplementary Material will
                  have constituted or constitute, as the case may be, consent by
                  the Fund, ACS Canada, the Company, ACS Holdings, ACS
                  InfoSource and Alaska Communications Systems to the use by the
                  Underwriters and members of their selling group (if any) of
                  those documents in connection with the distribution of the
                  Purchased Units for sale in all of the Qualifying
                  Jurisdictions, subject to the Securities Laws.

<PAGE>


         5.2      The Fund will cause to be delivered to the Underwriters, at
                  those delivery points as the Underwriters may reasonably
                  request, copies of the U.S. Placement Memorandum. Each
                  delivery of the U.S. Placement Memorandum will constitute
                  consent by the Fund, ACS Canada, the Company, ACS Holdings,
                  ACS InfoSource and Alaska Communications Systems to the use of
                  the U.S. Placement Memorandum and any Supplementary Material
                  required to be prepared and/or filed under Securities Laws of
                  the United States by the U.S. broker affiliates of the
                  Underwriters and members of their selling group (if any) for
                  the distribution of the Purchased Units for sale by them in
                  the United States in accordance with this agreement.

         5.3      Each delivery of the Preliminary Prospectus, the Prospectus
                  and any Supplementary Material to the Underwriters by the Fund
                  in accordance with Section 5.1 will constitute a
                  representation and warranty of the Fund, ACS Canada and the
                  Company to the Underwriters that (except for information and
                  statements relating to the Underwriters and furnished by
                  them), at the respective times of delivery:

                  5.3.1    the information and statements contained in each of
                           the Preliminary Prospectus, the Prospectus and any
                           Supplementary Material:

                           5.3.1.1  are true and correct in all material
                                    respects and contain no Misrepresentation;
                                    and

                           5.3.1.2  constitute full, true and plain disclosure
                                    of all material facts relating to the
                                    Purchased Units as required by the
                                    Securities Laws; and

                  5.3.2    no material fact has been omitted from any of those
                           documents which is required to be stated in any of
                           such documents or is necessary to make the statements
                           therein not misleading in the light of the
                           circumstances in which they were made; and

                  5.3.3    each of those documents complies with applicable
                           Securities Laws, other than as to non-material
                           matters.

         5.4      Each delivery of the Preliminary Prospectus, the Prospectus
                  and any Supplementary Material to the Underwriters by the Fund
                  in accordance with Section 5.1 will constitute a
                  representation and warranty of ACS Holdings, ACS InfoSource
                  and Alaska Communications Systems to the Underwriters that
                  (except for information and statements relating to the
                  Underwriters and furnished by them), at the respective times
                  of delivery, the information and statements contained in each
                  of the Preliminary Prospectus, the Prospectus and any
                  Supplementary Material are true and correct in all material
                  respects and contain no Misrepresentation.

         5.5      The Fund will deliver to the Underwriters, without charge, in
                  Toronto, Ontario, contemporaneously with or prior to the
                  filing of the Prospectus, unless otherwise indicated:

                  5.5.1    a copy of the Prospectus in the English language and
                           a copy of the Prospectus in the French language, each
                           signed on behalf of the Fund and Alaska
                           Communications Systems, in its capacity as promoter,
                           as required by the Securities Laws of each of the
                           Qualifying Jurisdictions;

                  5.5.2    a copy of any other document required to be filed by
                           the Fund under the Securities Laws in connection with
                           the offering of the Purchased Units contemplated by
                           this agreement;

                  5.5.3    evidence satisfactory to the Underwriters of the
                           approval of the listing and posting for trading on
                           the TSX of the Purchased Units, subject only to
                           satisfaction by the Fund of customary post-closing
                           conditions imposed by the TSX in similar
                           circumstances (the "STANDARD LISTING CONDITIONS");

<PAGE>

                  5.5.4    a "long-form" comfort letter dated the date of the
                           Prospectus, in form and substance satisfactory to the
                           Underwriters, addressed to the Underwriters, the
                           trustees of the Fund and the managers of the Company
                           from the auditors of the Fund and the Company, and
                           based on a review completed not more than three
                           business days prior to the date of the letter, with
                           respect to certain financial and accounting
                           information relating to the Fund and to the Company
                           in the Prospectus, which letter shall be in addition
                           to the auditors' report contained in the Prospectus
                           and any auditors' comfort letter addressed to the
                           Securities Commissions;

                  5.5.5    as soon as possible, but in any event
                           contemporaneously with the filing of the Prospectus
                           with the Securities Commission in the Province of
                           Quebec, an opinion of Quebec counsel to the Fund and
                           the Company, addressed to the Underwriters, the Fund
                           and the Company, and their respective counsel in form
                           and substance satisfactory to the Underwriters,
                           acting reasonably, to the effect that the French
                           language version of the Prospectus, other than the
                           Financial Information, is, in all material respects,
                           a complete and proper translation of the English
                           language version thereof;

                  5.5.6    as soon as possible, but in any event
                           contemporaneously with the filing of the Prospectus
                           with the Securities Commission in the Province of
                           Quebec, an opinion of the auditors of the Fund and
                           the Company, addressed to the Underwriters, the Fund
                           and the Company and their respective counsel in form
                           and substance satisfactory to the Underwriters,
                           acting reasonably, to the effect that the French
                           translation of the Financial Information, is, in all
                           material respects, a complete and proper translation
                           of the English language version; and

         5.6      Opinions, comfort letters and other documents substantially
                  similar to those referred to in Section 5.5 will be delivered
                  to the Underwriters, the Fund and the Company, and their
                  respective counsel, as applicable, with respect to any
                  Supplementary Material, concurrently with the execution of the
                  Supplementary Material.

6.       MATERIAL CHANGE.

         6.1      The Fund and the Company will promptly inform the Underwriters
                  in writing during the period prior to the completion of the
                  distribution of the Purchased Units of the full particulars
                  of:

                  6.1.1    any Material Adverse Change (whether actual,
                           anticipated, contemplated, proposed or threatened);

                  6.1.2    any material fact which has arisen or has been
                           discovered and would have been required to have been
                           stated in the Prospectus or any Supplementary
                           Material had that fact arisen or been discovered on,
                           or prior to, the date of any of the Prospectus or any
                           Supplementary Material; or

                  6.1.3    any change in any material fact contained in any of
                           the Prospectus or any Supplementary Material or
                           whether any event or state of facts has occurred
                           after the date of this agreement, which, in any case,
                           is of such a nature as to render any of the
                           Prospectus or any Supplementary Material untrue or
                           misleading in any material respect or to result in
                           any Misrepresentation in any of the Prospectus or any
                           Supplementary Material.

         6.2      During the period from the date hereof until the completion of
                  the distribution under the Prospectus, the Fund will comply
                  with Section 57 of the Securities Act (Ontario) and with the
                  comparable provisions of the other Securities Laws and any
                  applicable U.S. Securities Laws, and the Fund and the Company
                  will prepare, with the input of the Underwriters, and the Fund
                  will file promptly at the request of the Underwriters any
                  Supplementary Material

<PAGE>

                  which, in the opinion of the Underwriters, acting reasonably,
                  may be necessary or advisable, and will otherwise comply with
                  all legal requirements necessary, to continue to qualify the
                  Purchased Units for distribution in each of the Qualifying
                  Jurisdictions.

         6.3      In addition to the provisions of Sections 6.1 and 6.2, the
                  Fund and the Company will, in good faith, discuss with the
                  Underwriters any change, event or fact contemplated in
                  Sections 6.1 and 6.2 which is of such a nature that there may
                  be reasonable doubt as to whether notice should be given to
                  the Underwriters under Section 6.1 and will consult with the
                  Underwriters with respect to the form and content of any
                  Supplementary Material proposed to be filed by the Fund, it
                  being understood and agreed that no such Supplementary
                  Material will be filed with any Securities Commission prior to
                  the review and approval by the Underwriters and their counsel,
                  acting reasonably.

7.       REGULATORY APPROVALS.

         7.1      The Fund and the Company will file or cause to be filed with
                  the TSX all necessary documents and will take or cause to be
                  taken all necessary steps to ensure that the Purchased Units
                  have been approved for listing and posting for trading on the
                  TSX, prior to the filing of the Prospectus with the Securities
                  Commissions, subject only to satisfaction by the Fund of the
                  Standard Listing Conditions.

         7.2      The Fund and the Company will make all necessary filings,
                  obtain all necessary regulatory consents and approvals (if
                  any) and the Fund and the Company will pay all filing fees
                  required to be paid in connection with the transactions
                  contemplated in this agreement.

         7.3      The Fund and the Company will notify the Underwriters of any
                  notice or other correspondence received by any of the ACS
                  Parties from any Governmental Body requesting any information,
                  meeting or hearing relating to the Company, the Fund, the
                  Offering or any other event or state of affairs that the Fund
                  or the Company reasonably believes may be material to the
                  Underwriters or the unitholders of the Fund.

8.       REPRESENTATIONS AND WARRANTIES OF THE FUND, ACS CANADA AND THE COMPANY.

         The Fund, ACS Canada and the Company, jointly and severally, represent
         and warrant to the Underwriters as follows and acknowledge that the
         Underwriters are relying upon the following representations and
         warranties in completing the transactions contemplated by this
         agreement:

         8.1      the Fund has been created and is existing as a trust under the
                  laws of the Province of Ontario; pursuant to the Declaration
                  of Trust, the trustees have been appointed as trustees of the
                  Fund and the trustees have the power to carry on the business
                  and affairs of the Fund as described in the Prospectus,
                  including the business proposed to be conducted as described
                  in the Prospectus, and to enter into and perform its
                  obligations under this agreement and each of the Related
                  Agreements to which it is a party;

         8.2      ACS Canada is a corporation existing under the laws of the
                  Province of Ontario and has all requisite corporate power and
                  authority to carry on its business as described in the
                  Prospectus and to enter into and perform its obligations under
                  this agreement and each of the Related Agreements to which it
                  is a party;

         8.3      the Company is a limited liability company duly organized and
                  existing under the laws of the State of Alaska and has all
                  requisite corporate power and authority to carry on its
                  business, including the business as described in the
                  Prospectus, and to own or lease and to operate its assets and
                  to enter into and perform its obligations under this agreement
                  and each of the Related Agreements to which it is a party;

         8.4      the Company does not own an interest in any Person;

<PAGE>

         8.5      the execution, delivery and performance by each of the Fund,
                  ACS Canada and the Company of this agreement and each of the
                  Related Agreements to which it is a party, and the issuance,
                  sale and delivery of the Purchased Units by the Fund, as
                  applicable:

                  8.5.1    has been, or will at the Time of Closing be, duly
                           authorized by all necessary action of the Fund, ACS
                           Canada and the Company;

                  8.5.2    except as disclosed in Section 8.5 of the Disclosure
                           Letter, does not require the consent, approval,
                           authorization, registration or qualification of or
                           with any governmental authority, stock exchange,
                           Securities Commission or other securities regulatory
                           authority or other third party, except: (i) those
                           which have been obtained; (ii) those as may be
                           required (and will be obtained prior to the Time of
                           Closing) under applicable Securities Laws or the
                           Related Agreements; or (iii) those which have not
                           been obtained and would not result in a Material
                           Adverse Effect;

                  8.5.3    does not (or will not with the giving of notice, the
                           lapse of time or the happening of any other event or
                           condition) result in a breach or a violation of, or
                           conflict with or result in a default under, or allow
                           any other person to exercise any rights under, any of
                           the terms or provisions of the constating documents
                           or by-laws or resolutions of the trustees or
                           directors or managers (or any committee thereof), or
                           securityholders of the Fund, ACS Canada or the
                           Company or any judgement, decree, order or award of
                           any court, governmental body or arbitrator having
                           jurisdiction over the Fund, ACS Canada or the
                           Company, or any agreement, license or permit to which
                           the Fund, ACS Canada or the Company is a party or by
                           which its business may be affected, except, in each
                           case, any breach, violation, conflict, default or
                           right that would not result in a Material Adverse
                           Effect;

                  8.5.4    will not result in the violation of any Law; and

                  8.5.5    will not give rise to any Lien of any kind whatsoever
                           other than Permitted Encumbrances, in or with respect
                           to the properties or assets now owned or acquired at
                           or prior to the Time of Closing by the Fund, ACS
                           Canada or the Company or the acceleration of or the
                           maturity of any debt under any material indenture,
                           mortgage, lease, agreement or instrument binding or
                           affecting any of them or any of their properties, in
                           any case;

         8.6      this agreement and the Related Agreements to which the Fund,
                  ACS Canada or the Company is a party have been or, as the case
                  may be, will be, at the Time of Closing, duly executed and
                  delivered by or on behalf of the Fund, ACS Canada or the
                  Company and constitute or, will constitute, when so executed
                  and delivered, legal, valid and binding obligations of the
                  Fund, ACS Canada and the Company enforceable in accordance
                  with their respective terms, provided that enforceability may
                  be limited by bankruptcy, insolvency and other similar laws
                  affecting creditors' rights generally, that specific
                  performance, injunctive relief and other equitable remedies
                  may only be granted in the discretion of a court of competent
                  jurisdiction and that rights of indemnity and/or contribution
                  set out in this agreement and the Investment Agreement may be
                  limited by applicable Law;

         8.7      ACS InfoSource is conducting its Business and affairs, as
                  described in the Prospectus, in compliance in all material
                  respects with all applicable Laws, rules, regulations,
                  licences and permits and is, and the Company will be at the
                  Time of Closing, licensed, registered or qualified and has,
                  and the Company will have at the Time of Closing, all
                  necessary licences and permits in all jurisdictions in which
                  it carries on business to enable the Business, as now
                  conducted and as presently proposed to be conducted, to be
                  carried on, and to enable its assets to be owned or to be
                  leased and to be operated, except where the failure to be so
                  licensed, registered or qualified would not have a Material
                  Adverse Effect, and all such licences, registrations,
                  qualifications and permits held, or to be held at the Time of
                  Closing,

<PAGE>

                  by the Company are valid and existing and in good standing and
                  none of them contains, or will contain at the Time of Closing,
                  any term, provision, condition or limitation which would
                  reasonably be expected to have a Material Adverse Effect;
                  neither the Fund nor the Company nor ACS InfoSource is aware
                  of any legislation, regulation, by-law or other lawful
                  requirement currently in force or proposed to be brought into
                  force by any Governmental Body with which the Company will be
                  unable to comply and which would reasonably be expected to
                  have a Material Adverse Effect;

         8.8      except as disclosed in the Prospectus, each property,
                  operation and facility comprising (currently or following
                  Closing) part of the assets of the Company:

                  8.8.1    complies and the Business is operated in compliance
                           with (i) all applicable Environmental Laws, and (ii)
                           all applicable Occupational Safety and Health Laws,
                           except where such instances, if any of
                           non-compliance, in the aggregate, would not have a
                           Material Adverse Effect; and

                  8.8.2    is not subject to any judicial, administrative or
                           other proceeding alleging the violation of any
                           Environmental Law or Occupational Safety and Health
                           Law, except where such proceedings, if any, in the
                           aggregate, would not have a Material Adverse Effect.

         8.9      except as disclosed in the Prospectus, in connection with the
                  Business or its operation:

                  8.9.1    neither ACS InfoSource nor the Company has received
                           any written notice (i) alleging that it may be in
                           violation of any Environmental Law or Occupational
                           Safety and Health Law, or (ii) threatening the
                           commencement of any proceeding relating to alleged
                           non-compliance with any Environmental Law or
                           Occupational Safety and Health Law, or (iii) alleging
                           that it is or may be responsible for any response,
                           clean-up, or corrective action, including any
                           remedial investigation/feasibility study, under any
                           Environmental Law or Occupational Safety and Health
                           Law;

                  8.9.2    neither ACS InfoSource nor the Company has received
                           any written notice that it is the subject of federal,
                           state or municipal government investigation
                           evaluating whether any investigation, remedial action
                           or other response is needed to respond to (i) a
                           spillage, disposal or release or threatened release
                           into the environment of any Substance, or (ii) any
                           alleged violation of any Occupational Safety and
                           Health Law;

                  8.9.3    neither ACS InfoSource nor the Company has filed any
                           written notice under or relating to any Environmental
                           Law or Occupational Safety and Health Law indicating
                           or reporting (i) any past or present spillage,
                           disposal or release (other than permitted releases)
                           into the environment of, or treatment, storage or
                           disposal of (other than permitted treatment, storage
                           or disposal), any Substance in excess of quantities
                           requiring notification under any Environmental Law,
                           or (ii) any violation of any Occupational Safety and
                           Health Law; and

                  8.9.4    there are no Substances on, in or under any property
                           or facilities currently or formerly, owned, operated,
                           leased or controlled by ACS InfoSource or the Company
                           in connection with the Business or comprising
                           (currently or following Closing) part of the assets
                           of the Company that, under applicable Environmental
                           Laws or Occupational Safety and Health Laws (i)
                           impose a liability in the aggregate for
                           investigation, removal, remediation, or other
                           clean-up or damage to natural resources, or (ii)
                           would have a Material Adverse Effect.

         8.10     other than as set out in Section 8.10 of the Disclosure Letter
                  and as set out in the Prospectus and the Securityholders
                  Agreement or the LLC Agreement, there is currently no, and
                  will not at the Time of Closing be any, agreement in force or
                  effect which in any manner affects

<PAGE>

                  or will affect the voting or control of any of the securities
                  of the Fund, ACS Canada or the Company;

         8.11     the authorized and issued and outstanding capital of the
                  Company at the date of this agreement and immediately before
                  the Time of Closing and, provided that the Closing occurs, the
                  Over-Allotment Closing Time, is and shall be, as applicable,
                  as set forth in Schedule 8.11. All issued and outstanding
                  Company Interests are, and all Company Interests shown on
                  Schedule 8.11 to be issued at Closing and the Over-Allotment
                  Closing Time will be, validly issued and outstanding,
                  fully-paid and non-assessable and not subject to pre-emptive
                  rights (except as set out in the Securityholders Agreement to
                  be entered into on Closing) or rights of first refusal created
                  by statute or any agreement to which the Company (except as
                  set out in the Securityholders Agreement to be entered into on
                  Closing) is a party or by which it is bound; and with the
                  exception of the LLC Agreement and the Securityholders
                  Agreement to be entered into on Closing, and as set out in
                  Section 8.10 of the Disclosure Letter there are, and will be
                  at the Time of Closing and the Over-Allotment Closing Time, no
                  shareholder agreements, pooling agreements, voting trusts or
                  other agreements with respect to the voting of Company
                  Interests;

         8.12     except as contemplated by the Investment Agreement, the
                  Securityholders Agreement and the Exchange Agreement, there
                  are no agreements, options, warrants, rights of conversion or
                  other rights pursuant to which the Company is, or may become,
                  obligated to issue any membership interests or any securities
                  convertible or exchangeable, directly or indirectly, into
                  membership interests;

         8.13     at the Time of Closing, provided that not more than two
                  business days elapse between the initiation of the procedures
                  of Closing (including the transactions set out in Articles 2,
                  3, 4, 5, 6, 7, and 8 of the Investment Agreement) and the
                  completion of the Closing, immediately following the
                  distribution of the Company Interests to ACS Holdings, as
                  contemplated by Article 5 of the Investment Agreement, ACS
                  Holdings shall own all of the issued and outstanding Company
                  Interests as the sole registered and beneficial owner and free
                  of any Liens, other than any Liens created by or imposed under
                  this agreement and the Related Agreements as to which it is a
                  party;

         8.14     as of the Time of Closing, provided that not more than two
                  business days elapse between the initiation of the procedures
                  of Closing (including the transactions set out in Articles 2,
                  3, 4, 5, 6, 7, and 8 of the Investment Agreement) and the
                  completion of the Closing, following the completion of the
                  transactions contemplated by Articles 2, 3, 4, 5, 6, 7 and 8
                  of the Investment Agreement, assuming no exercise of the
                  Over-Allotment Option:

                  8.14.1   the authorized capital of ACS Canada will consist of
                           an unlimited number of common shares and an unlimited
                           number of preferred shares, of which 80,271,009
                           common shares and no preferred shares will be issued
                           and outstanding; and

                  8.14.2   the authorized capital of the Company will consist of
                           an unlimited number of membership interests, of which
                           138,047,321 membership interests will be issued and
                           outstanding;

         8.15     as of the Time of Closing, following the completion of the
                  transactions contemplated by Articles 2, 3, 4, 5, 6, 7 and 8
                  of the Investment Agreement, assuming no exercise of the
                  Over-Allotment Option, provided that not more than two
                  business days elapse between the initiation of the procedures
                  of Closing (including the transactions set out in Articles 2,
                  3, 4, 5, 6, 7, and 8 of the Investment Agreement) and the
                  completion of the Closing:

                  8.15.1   the Fund will be the registered and beneficial owner
                           of 80,271,009 common shares of ACS Canada, respecting
                           all of the issued and outstanding equity securities
                           of ACS Canada, on a fully-diluted basis, and ACS
                           Notes in the principal amount of $80,271,009 and will
                           hold those securities free and clear of any Liens
                           except as disclosed in Section 8.15 of the Disclosure
                           Letter;

<PAGE>

                  8.15.2   ACS Canada will be the registered and beneficial
                           owner of 120,680,968 Company Interests of the
                           Company, representing 87.4% of the issued and
                           outstanding Company Interests, on a fully-diluted
                           basis, and will hold those securities free and clear
                           of all Liens except as disclosed in Section 8.15 of
                           the Disclosure Letter;

                  8.15.3   ACS Holdings will be the registered and beneficial
                           owner of 17,366,353 Company Interests, representing
                           12.6% of the issued and outstanding Company
                           Interests, on a fully-diluted basis, and will hold
                           these securities free and clear of all Liens except
                           as disclosed in Section 8.15 of the Disclosure
                           Letter;

         8.16     except for investments in the securities of ACS Canada,
                  including the ACS Notes, the Fund does not, directly or
                  indirectly, hold any shares, other securities, options or
                  rights to subscribe for shares or other securities of any
                  corporation, partnership or other entity;

         8.17     the Fund is authorized to issue an unlimited number of Units,
                  of which, as of the date of this agreement, one Unit is issued
                  and outstanding as a fully paid Unit of the Fund;

         8.18     the Trust Company has been duly appointed as the registrar and
                  transfer agent of the Fund with respect to its Units;

         8.19     except as contemplated by this agreement, the Declaration of
                  Trust, the Investment Agreement, the Securityholders
                  Agreement, the Exchange Agreement or as disclosed in the
                  Prospectus, no Person has any written or oral agreement,
                  option, understanding or commitment, or any right or privilege
                  capable of becoming such (i) under which the Fund, ACS Canada
                  or the Company is, or may become, obligated to issue any of
                  its securities, or (ii) for the purchase of any security
                  (including debt) of the Fund, ACS Canada or the Company;

         8.20     except as disclosed in the Prospectus, there is no material
                  action, suit, proceeding or investigation, at law or in
                  equity, by any person, nor any arbitration, administrative or
                  other proceeding by or before any Governmental Body pending,
                  or, to the best of the knowledge of the Fund or the Company,
                  threatened against or affecting the Fund, ACS Canada, ACS
                  InfoSource or the Company, or any of their respective
                  properties, rights or assets;

         8.21     the TSX has conditionally approved the listing of the
                  Purchased Units, subject to satisfaction by the Fund of the
                  Standard Listing Conditions;

         8.22     the form and terms of the certificate for the Units have been
                  approved and adopted by the trustees of the Fund and do not
                  conflict with the Declaration of Trust;

         8.23     the Purchased Units to be issued as described in this
                  agreement and in the Prospectus will, at the Time of Closing,
                  be duly created and, when issued, delivered and paid for in
                  full, will be validly issued as fully paid Units of the Fund,
                  and will not have been issued in violation of or subject to
                  any pre-emptive rights or contractual rights to purchase
                  securities issued by the Fund;

         8.24     as of the date of this agreement, the information and
                  statements contained in the Prospectus, including the industry
                  data, description of the Business and the Financial
                  Information, are true and correct in all material respects and
                  contain no Misrepresentation;

         8.25     the Financial Information with respect to the Fund has been
                  prepared in accordance with Canadian generally accepted
                  accounting principles consistently applied throughout the
                  periods indicated and is complete and accurate in all material
                  respects and presents fairly, in all material respects, the
                  financial condition and the results of operations, and cash
                  flow of the Fund as at the dates and for the periods referred
                  to in such Financial Information, and there has been no
                  Material Adverse Change in the financial position of the Fund
                  from that reflected in such Financial Information;

<PAGE>

         8.26     the Financial Information with respect to ACS InfoSource, has
                  been prepared in accordance with United States generally
                  accepted accounting principles (except for the note disclosure
                  regarding a reconciliation to Canadian generally accepted
                  accounting principles which has been prepared in accordance
                  with Canadian generally accepted accounting principles)
                  consistently applied throughout the periods indicated and is
                  complete and accurate in all material respects and presents,
                  fairly, in all material respects, the financial condition and
                  the results of operations and cash flow of ACS InfoSource at
                  the dates and for the periods referred to in such Financial
                  Information, and there has been no Material Adverse Change in
                  the financial position of the Fund from that reflected in such
                  Financial Information;

         8.27     except as disclosed in the Prospectus, since December 31,
                  2002, the Business has been carried on in the Ordinary Course;

         8.28     the Company and ACS InfoSource and any affiliated, combined or
                  unitary group of which the Company and/or ACS InfoSource is or
                  was a member, as the case may be (a "TAX AFFILIATE"), has (i)
                  timely filed (or has had timely filed on their behalf) all
                  returns, declarations, reports, estimates, information,
                  returns, elections and statements ("RETURNS") required to be
                  filed or sent in respect of any Governmental Charges or
                  required to be filed or sent by it to any taxing authority
                  having jurisdiction since incorporation or organization to and
                  including the Time of Closing and all such Returns have been
                  prepared in accordance with the provisions of the applicable
                  legislation are true, correct and complete in all material
                  respects; (ii) timely and properly paid (or has had paid on
                  its behalf), or will pay when due, all Governmental Charges
                  and all professional fees incurred in connection such
                  Governmental Charges due or claimed to be due by an
                  Governmental Body; and (iii) has properly withheld or
                  collected and remitted all amounts required to be withheld or
                  collected and remitted by it in respect of any Governmental
                  Charges;

         8.29     there are no Liens for Governmental Charges upon any assets of
                  ACS InfoSource or the Company;

         8.30     no refinancing for any Governmental Charges has been proposed,
                  asserted or assessed against ACS InfoSource or the Company or
                  any Tax Affiliate;

         8.31     there are no proceedings either in progress, pending or, to
                  the knowledge of the Company, threatened in connection with
                  any Governmental Charges in respect of the Business which in
                  the aggregate would have a Material Adverse Effect;

         8.32     except as set out in the Financial Information, neither the
                  Fund nor the Company has outstanding any bonds, debentures,
                  notes, mortgages or other indebtedness which are material to
                  the Fund and the Company considered as a whole and, except as
                  disclosed in Section 8.32 of the Disclosure Letter or as
                  described in the Prospectus, neither the Fund nor the Company
                  has agreed to create or issue any bonds, debentures, notes,
                  mortgages or other indebtedness;

         8.33     each of ACS InfoSource and the Company has performed all
                  obligations required to be performed by it in connection with
                  all material contracts, agreements (including the Material
                  Agreements), leases or other instruments to which it is a
                  party or by which it may be bound, is entitled to all
                  benefits, rights and privileges thereunder, is not in default
                  or alleged to be in default under any such contract,
                  agreement, lease or other instrument and is not aware of any
                  material breaches thereof by any other parties thereto except
                  where such failure to perform or lack of entitlement would not
                  cause a Material Adverse Effect;

         8.34     the lease of real property to be leased by the Company as
                  disclosed in the Prospectus, is the only lease of the Company.
                  Such lease is in full force and effect and the Company holds a
                  valid, existing and binding leasehold interest under such
                  lease for the term disclosed in the Prospectus, free and clear
                  of any Liens. The Company is not in default and, to the
                  knowledge of the Company, no circumstances exist which, if
                  unremedied, would, with or without notice or lapse of time or
                  both, result in such default under such lease;

<PAGE>

         8.35     all material equipment and other material tangible assets used
                  by ACS InfoSource (and to be used by the Company) in the
                  context of the Business are in good condition and repair,
                  ordinary wear and tear excepted, and are adequate and suitable
                  for the purposes for which they are currently being used;

         8.36     Section 8.36 of the Disclosure Letter describes all trade
                  marks and trade mark applications, trade names, certification
                  marks, patents and patent applications, copyrights and
                  industrial designs used by ACS InfoSource in connection with
                  the Business (the "INTELLECTUAL PROPERTY"), along with the
                  offices (if any) in which the same is registered (being the
                  only offices where such registration is necessary to preserve
                  the rights thereto) and the applicable expiry dates of any
                  registrations. The Intellectual Property (other than computer
                  systems software licensed by third parties to ACS InfoSource)
                  which is used by ACS InfoSource in connection with the
                  Business is owned by ACS InfoSource and ACS InfoSource has the
                  sole and exclusive right to use the same, except as noted in
                  Section 8.36 of the Disclosure Letter and except where the
                  failure to possess such right would not result in a Material
                  Adverse Effect. No Person has made a claim or a demand that
                  conduct of the Business infringes on any Intellectual Property
                  owned by any other person and, to the knowledge of ACS
                  InfoSource, ACS Holdings, the Company and the Fund, the
                  conduct of the Business does not infringe on any Intellectual
                  Property owned by any other person.

         8.37     except as set forth in Section 8.37 of the Disclosure Letter,
                  with respect to all employees and former employees of ACS
                  InfoSource (and, following Closing, the Company) and all
                  dependants and beneficiaries of such employees and former
                  employees, (i) the Company does not, and will not at the Time
                  of Closing, maintain or contribute to any nonqualified
                  deferred compensation or retirement plans, contracts or
                  arrangements; (ii) the Company does not, and will not at the
                  Time of Closing, maintain or contribute to any qualified
                  defined contribution plans (as defined in Section 3(34) of the
                  U.S. Employee Retirement Income Security Act of 1974, as
                  amended ("ERISA"), or Section 414(i) of the Code (as defined
                  below)); (iii) the Company does not, and will not at the Time
                  of Closing, maintain or contribute to any qualified defined
                  benefit plans (as defined in Section 3(35) of ERISA or Section
                  414(j) of the Code); and (iv) the Company does not, and will
                  not at the Time of Closing, maintain or contribute to any
                  employee welfare benefit plans (as defined in Section 3(1) of
                  ERISA);

         8.38     prior to and at the Time of Closing, all employee benefit
                  plans (as defined in Section 3(3) of ERISA) which the Company
                  maintains or to which it contributes (collectively, the
                  "PLANS") comply with the requirements of ERISA and the Code;

         8.39     the Underwriters have received true and complete copies of (i)
                  the most recent determination letter, if any, received by
                  either ACS InfoSource or the Company from the Internal Revenue
                  Service regarding the Plans which either ACS InfoSource or the
                  Company maintains or to which it contributes and any amendment
                  to any Plan made subsequent to any Plan amendments covered by
                  any such determination letter; (ii) the most recent financial
                  statements and annual report or return for the Plans; and
                  (iii) the most recently prepared actuarial valuation reports;

         8.40     except as set forth in Section 8.37 of the Disclosure Letter,
                  neither the Company nor ACS InfoSource contributes (and has
                  not ever contributed) to any multi-employer plan, as defined
                  in Section 3(37) of ERISA. Neither ACS, InfoSource nor the
                  Company has any actual or potential liabilities under Section
                  4201 of ERISA for any complete or partial withdrawal from a
                  multi-employer plan. Neither ACS, InfoSource nor the Company
                  has any actual or potential liability for death or medical
                  benefits after separation from employment;

         8.41     neither ACS InfoSource nor the Company nor any of their
                  respective directors, managers, officers, employees or other
                  "fiduciaries", as such term is defined in Section 3(21) of
                  ERISA, has committed any breach of fiduciary responsibility
                  imposed by ERISA or any

<PAGE>

                  other applicable Law with respect to the Plans which would
                  subject the Company or any of its managers, officers or
                  employees to any liability under ERISA or any applicable Law;

         8.42     neither ACS InfoSource nor the Company has incurred any
                  liability for any tax or civil penalty or any disqualification
                  of any employee benefit plan (as defined in Section 3(3) of
                  ERISA) imposed by Sections 4980B and 4975 of the Code and Part
                  6 of Title I and Section 502(i) of ERISA;

         8.43     all policies, binders and insurance contracts under which the
                  Company or any of the properties or assets to be acquired by
                  the Company on Closing are insured are in full force and are
                  in amounts, with regard to deductibles and co-insurance
                  clauses, as are adequate to fully insure the Company, such
                  properties and assets and the Business and are customary in
                  the Company's industry and market and business;

         8.44     except as disclosed in the Prospectus, since December 31,
                  2002, there has not been any Material Adverse Change and, to
                  the knowledge of the Company, no event has occurred or
                  circumstance exists which results in such a Material Adverse
                  Change except for general economic changes and changes that
                  may affect the industries of the Business generally;

         8.45     none of the Fund, ACS Canada and the Company has taken, and
                  agree that none of them will take, any action that would cause
                  any of them to become liable to any claim or demand for a
                  brokerage commission, finder's fee or other similar payment in
                  connection with the transactions contemplated hereby, other
                  than with respect to any underwriters' fees as described in
                  the Prospectus;

         8.46     there has not been any reportable disagreement (within the
                  meaning of National Policy Statement No. 31 of the Canadian
                  Securities Administrators) with the auditors of the Fund or
                  the Company;

         8.47     the Material Agreements permit and provide for the conduct of
                  the Business substantially in the manner in which it has been
                  conducted since January 2001, assuming compliance by the
                  parties with the material terms thereof; and

         8.48     except under the Material Agreements and Related Agreements
                  and as disclosed in the Prospectus, none of the trustees,
                  directors, managers, officers or employees of the Fund, ACS
                  Canada or the Company, any person who owns, directly or
                  indirectly, more than 10% of any class of securities of the
                  Fund or securities of any person exchangeable for more than
                  10% of any class of securities of the Fund, or any associate
                  or affiliate of any of the foregoing, had within the three
                  years preceding the date of this agreement that is continuing,
                  or has any material interest, direct or indirect, in any
                  material transaction or any proposed material transaction with
                  the Fund, ACS Canada or the Company which, as the case may be,
                  materially affects, is material to or will materially affect
                  the Fund, ACS Canada or the Company.

9.       REPRESENTATIONS AND WARRANTIES OF ACS HOLDINGS

         ACS Holdings represents and warrants to the Underwriters as follows and
         acknowledges that the Underwriters are relying upon the following
         representations and warranties in completing the transactions
         contemplated hereby:

         9.1      ACS Holdings is a limited liability company duly organized and
                  existing under the laws of the State of Alaska. ACS Holdings
                  is duly qualified to carry on its business in each
                  jurisdiction in which the conduct of its business or the
                  ownership, leasing or operation of its property and assets
                  requires such qualification, except to the extent that the
                  failure to be so qualified would not have a Material Adverse
                  Effect;

         9.2      ACS Holdings has the corporate power and capacity to enter
                  into and perform its obligations under this agreement and the
                  Related Agreements to which it is a party and to carry out the
                  transactions contemplated by such agreements and the
                  Prospectus. Each of

<PAGE>

                  this agreement and the Related Agreements to which it is a
                  party has been, or shall be at the Time of Closing, duly
                  authorized, executed and delivered by or on behalf of ACS
                  Holdings and is, or shall be at the Time of Closing, a legal,
                  valid and binding obligation of ACS Holdings, enforceable
                  against ACS Holdings in accordance with its terms, provided
                  that enforceability may be limited by bankruptcy, insolvency
                  and other similar laws affecting creditors' rights generally,
                  that specific performance, injunctive relief and other
                  equitable remedies may only be granted in the discretion of a
                  court of competent jurisdiction and that rights of indemnity
                  and/or contribution set out in this agreement or the
                  Investment Agreement may be limited by applicable law;

         9.3      the authorized and issued and outstanding capital of the
                  Company at the date of this agreement and immediately before
                  the Time of Closing and, provided that the Closing occurs, the
                  Over-Allotment Closing Time, is and shall be, as applicable,
                  as set forth in Schedule 8.11. All issued and outstanding
                  Company Interests are, and all Company Interests shown on
                  Schedule 8.11 to be issued at Closing and the Over-Allotment
                  Closing Time will be, validly issued and outstanding,
                  fully-paid and non-assessable and not subject to pre-emptive
                  rights (except as set out in the Securityholders Agreement to
                  be entered into on Closing) or rights of first refusal created
                  by statute or any agreement to which the Company (except as
                  set out in the Securityholders Agreement to be entered into on
                  Closing) is a party or by which it is bound; and with the
                  exception of the Securityholders Agreement and the LLC
                  Agreement to be entered into on Closing, and as set out in
                  Section 8.10 of the Disclosure Letter there are, and will be
                  at the Time of Closing and the Over-Allotment Closing Time, no
                  shareholder agreements, pooling agreements, voting trusts or
                  other agreements with respect to the voting of the Company
                  Interests;

         9.4      except as contemplated by the Investment Agreement, the
                  Securityholders Agreement and the Exchange Agreement, there
                  are no agreements, options, warrants, rights of conversion or
                  other rights pursuant to which the Company is, or may become,
                  obligated to issue any membership interests or any securities
                  convertible or exchangeable, directly or indirectly, into
                  membership interests;

         9.5      at the Time of Closing following the distribution of the
                  Company Interests contemplated by Article 5 of the Investment
                  Agreement, provided that not more than two business days
                  elapse between the initiation of the procedures of Closing
                  (including the transactions set out in Articles 2, 3, 4, 5, 6,
                  7, and 8 of the Investment Agreement) and the completion of
                  the Closing, ACS Holdings shall own all of the issued and
                  outstanding Company Interests as the sole registered and
                  beneficial owner and free of any Liens, other than any Liens
                  created by or imposed under this agreement and the Related
                  Agreements as to which it is a party; and ACS Holdings will be
                  (provided that the Closing occurs), at the Over-Allotment
                  Closing Time, the registered and beneficial owner of the
                  Company Interests to be sold and transferred by it to ACS
                  Canada under the Investment Agreement, free of any Liens other
                  than any Liens created by or imposed under this agreement and
                  the Related Agreements;

         9.6      except as disclosed in Section 8.5 of the Disclosure Letter,
                  no consent, approval, authorization or order of, and no
                  filing, registration or recording with, any Governmental Body
                  is required in connection with the execution and delivery of
                  this agreement and the Related Agreements to which ACS
                  Holdings is a party or the performance by ACS Holdings of its
                  obligations hereunder and thereunder and the consummation by
                  ACS Holdings of the transactions contemplated herein and
                  therein;

         9.7      the execution and delivery by ACS Holdings of this agreement
                  and the Related Agreements to which it is a party, the
                  performance by ACS Holdings of its obligations hereunder and
                  thereunder and compliance with the provisions hereof and
                  thereof does not and shall not contravene, breach or result in
                  any default under its organizational documents or under any
                  mortgage, indenture, lease, agreement, other legally binding
                  instrument, licence, permit or Law to which ACS Holdings is a
                  party or by which it is bound;

         9.8      other than as contemplated by this agreement, the Investment
                  Agreement and the Exchange Agreement, no Person has any
                  written or oral agreement, option or warrant or any right or

<PAGE>

                  privilege (whether by Law, pre-emptive or contractual) capable
                  of becoming such for the purchase or acquisition, (i) from ACS
                  Holdings of any of ACS Holdings' membership interests in ACS
                  Holdings, or (ii) from ACS Holdings of any Company Interests;
                  and

         9.9      to the knowledge of ACS Holdings, as of the date of its filing
                  with the Securities Commissions and as of the Closing Time,
                  the Prospectus does not and will not contain any
                  Misrepresentation.

10.      REPRESENTATIONS AND WARRANTIES OF ACS INFOSOURCE

         ACS InfoSource represents and warrants to the Underwriters as follows
         and acknowledges that the Underwriters are relying upon the following
         representations and warranties in completing the transactions
         contemplated hereby:

         10.1     ACS InfoSource is a corporation duly organized and existing
                  under the laws of the State of Alaska. ACS InfoSource is duly
                  qualified to carry on its business in each jurisdiction in
                  which the conduct of its business or the ownership, leasing or
                  operation of its property and assets requires such
                  qualification, except to the extent that the failure to be so
                  qualified would not have a Material Adverse Effect;

         10.2     ACS InfoSource has the corporate power and capacity to enter
                  into and perform its obligations under this agreement and the
                  Related Agreements to which it is a party and to carry out the
                  transactions contemplated by such agreements and the
                  Prospectus. Each of this agreement and the Related Agreements
                  to which it is a party has been, or shall be at the Time of
                  Closing, duly authorized, executed and delivered by or on
                  behalf of ACS InfoSource and is, or shall be at the Time of
                  Closing, a legal, valid and binding obligation of ACS
                  InfoSource, enforceable against ACS InfoSource in accordance
                  with its terms, provided that enforceability may be limited by
                  bankruptcy, insolvency and other similar laws affecting
                  creditors' rights generally, that specific performance,
                  injunctive relief and other equitable remedies may only be
                  granted in the discretion of a court of competent jurisdiction
                  ant that rights of indemnity and/or contribution set out in
                  this agreement or the Investment Agreement may be limited by
                  applicable law;

         10.3     the authorized and issued and outstanding capital of the
                  Company at the date of this agreement and immediately before
                  the Time of Closing and, provided that the Closing occurs, the
                  Over-Allotment Closing Time, is and shall be, as applicable,
                  as set forth in Schedule 8.11. All issued and outstanding
                  Company Interests are, and all Company Interests shown on
                  Schedule 8.11 to be issued at Closing and the Over-Allotment
                  Closing Time will be, validly issued and outstanding,
                  fully-paid and non-assessable and not subject to pre-emptive
                  rights (except as set out in the Securityholders Agreement to
                  be entered into on Closing) or rights of first refusal created
                  by statute or any agreement to which the Company (except as
                  set out in the Securityholders Agreement to be entered into on
                  Closing) is a party or by which it is bound; and with the
                  exception of the LLC Agreement and the Securityholders
                  Agreement to be entered into on Closing, and as set out in
                  Section 8.10 of the Disclosure Letter there are, and will be
                  at the Time of Closing and the Over-Allotment Closing Time, no
                  shareholder agreements, pooling agreements, voting trusts or
                  other agreements with respect to the voting of the Company
                  Interests;

         10.4     except as contemplated by the Investment Agreement, the
                  Securityholders Agreement and the Exchange Agreement, there
                  are no agreements, options, warrants, rights of conversion or
                  other rights pursuant to which the Company is, or may become,
                  obligated to issue any membership interests or any securities
                  convertible or exchangeable, directly or indirectly, into
                  membership interests;

         10.5     at the Time of Closing, provided that not more than two
                  business days elapse between the initiation of the procedures
                  of Closing (including the transactions set out in Articles 2,
                  3, 4, 5, 6, 7, and 8 of the Investment Agreement) and the
                  completion of the Closing, immediately following the
                  distribution of the Company Interests to ACS Holdings, as
                  contemplated by Article 5 of the Investment Agreement, ACS
                  Holdings shall own all of the issued and

<PAGE>

                  outstanding Company Interests as the sole registered and
                  beneficial owner and free of any Liens, other than any Liens
                  created by or imposed under this agreement and the Related
                  Agreements as to which it is a party;

         10.6     the Company and ACS InfoSource and any affiliated, combined or
                  unitary group of which the Company and/or ACS InfoSource is or
                  was a member, as the case may be (a "TAX AFFILIATE"), has (i)
                  timely filed (or has had timely filed on their behalf) all
                  returns, declarations, reports, estimates, information,
                  returns, elections and statements ("RETURNS") required to be
                  filed or sent in respect of any Governmental Charges or
                  required to be filed or sent by it to any taxing authority
                  having jurisdiction since incorporation or organization to and
                  including the Time of Closing and all such Returns have been
                  prepared in accordance with the provisions of the applicable
                  legislation and are true, correct and complete in all material
                  respects; (ii) timely and properly paid (or has had paid on
                  its behalf), or will pay when due, all Governmental Charges
                  and all professional fees incurred in connection such
                  Governmental Charges due or claimed to be due by any
                  Governmental Body; and (iii) has properly withheld or
                  collected and remitted all amounts required to be withheld or
                  collected and remitted by it in respect of any Governmental
                  Charges;

         10.7     there are no Liens for Governmental Charges upon any assets of
                  ACS InfoSource or the Company;

         10.8     no refinancing for any Governmental Charges has been proposed,
                  asserted or assessed against ACS InfoSource or the Company or
                  any Tax Affiliate;

         10.9     there are no proceedings either in progress, pending or, to
                  the knowledge of the Company, threatened in connection with
                  any Governmental Charges in respect of the Business which in
                  the aggregate would have a Material Adverse Effect;

         10.10    except as disclosed in Section 8.5 of the Disclosure Letter,
                  no consent, approval, authorization or order of, and no
                  filing, registration or recording with, any Governmental Body
                  is required in connection with the execution and delivery of
                  this agreement and the Related Agreements to which ACS
                  InfoSource is a party or the performance by ACS InfoSource of
                  its obligations hereunder and thereunder and the consummation
                  by ACS InfoSource of the transactions contemplated herein and
                  therein;

         10.11    the execution and delivery by ACS InfoSource of this agreement
                  and the Related Agreements to which it is a party, the
                  performance by ACS InfoSource of its obligations hereunder and
                  thereunder and compliance with the provisions hereof and
                  thereof does not and shall not contravene, breach or result in
                  any default under its organizational documents or under any
                  mortgage, indenture, lease, agreement, other legally binding
                  instrument, licence, permit or Law to which ACS InfoSource is
                  a party or by which it is bound;

         10.12    other than as contemplated by the Investment Agreement, no
                  Person has any written or oral agreement, option or warrant or
                  any right or privilege (whether by Law, pre-emptive or
                  contractual) capable of becoming such for the purchase or
                  acquisition, (i) from ACS InfoSource of any of ACS
                  InfoSource's membership interests in ACS Holdings, or (ii)
                  from ACS Holdings of any Company Interests; and

         10.13    to the knowledge of ACS InfoSource, as of the date of its
                  filing with the Securities Commissions and as of the Closing
                  Time, the Prospectus does not and will not contain any
                  Misrepresentation.

11.      REPRESENTATIONS AND WARRANTIES OF ALASKA COMMUNICATIONS SYSTEMS

         Alaska Communications Systems represents and warrants to the
         Underwriters as follows and acknowledges that the Underwriters are
         relying upon the following representations and warranties in completing
         the transactions contemplated hereby:

<PAGE>

         11.1     Alaska Communications Systems is a corporation duly
                  amalgamated and existing under the laws of the State of
                  Delaware. Alaska Communications Systems is duly qualified to
                  carry on its business in each jurisdiction in which the
                  conduct of its business or the ownership, leasing or operation
                  of its property and assets requires such qualification, except
                  to the extent that the failure to be so qualified would not
                  have a Material Adverse Effect;

         11.2     Alaska Communications Systems has the corporate power and
                  capacity to enter into and perform its obligations under this
                  agreement and the Related Agreements to which it is a party
                  and to carry out the transactions contemplated by such
                  agreements and the Prospectus. Each of this agreement and the
                  Related Agreements to which it is a party has been, or shall
                  be at the Time of Closing, duly authorized, executed and
                  delivered by or on behalf of Alaska Communications Systems and
                  is, or shall be at the Time of Closing, a legal, valid and
                  binding obligation of Alaska Communications Systems,
                  enforceable against Alaska Communications Systems in
                  accordance with its terms, provided that enforceability may be
                  limited by bankruptcy, insolvency and other similar laws
                  affecting creditors' rights generally, that specific
                  performance, injunctive relief and other equitable remedies
                  may only be granted in the discretion of a court of competent
                  jurisdiction ant that rights of indemnity and/or contribution
                  set out in this agreement or the Investment Agreement may be
                  limited by applicable law;

         11.3     except as disclosed in Section 8.5 of the Disclosure Letter,
                  no consent, approval, authorization or order of, and no
                  filing, registration or recording with, any Governmental Body
                  is required in connection with the execution and delivery of
                  this agreement and the Related Agreements to which Alaska
                  Communications Systems is a party or the performance by Alaska
                  Communications Systems of its obligations hereunder and
                  thereunder and the consummation by Alaska Communications
                  Systems of the transactions contemplated herein and therein;

         11.4     the execution and delivery by Alaska Communications Systems of
                  this agreement and the Related Agreements to which it is a
                  party, the performance by Alaska Communications Systems of its
                  obligations hereunder and thereunder and compliance with the
                  provisions hereof and thereof does not and shall not
                  contravene, breach or result in any default under its
                  organizational documents or under any mortgage, indenture,
                  lease, agreement, other legally binding instrument, licence,
                  permit or Law to which Alaska Communications Systems is a
                  party or by which it is bound;

         11.5     to the knowledge of Alaska Communications Systems, as of the
                  date of its filing with the Securities Commissions and as of
                  the Closing Time, the Prospectus does not and will not contain
                  any Misrepresentation.

12.      COVENANTS OF THE FUND AND THE COMPANY.

         Each of the Fund and the Company, jointly and severally, covenants and
         agrees with the Underwriters that:

         12.1     it will advise the Underwriters, promptly after receiving
                  notice thereof, of the time when the Prospectus and any
                  Supplementary Material has been filed and receipts have been
                  obtained and will provide evidence satisfactory to the
                  Underwriters of each filing and the issuance of receipts;

         12.2     it will advise the Underwriters, promptly after receiving
                  notice or obtaining knowledge, of: (i) the issuance by any
                  Securities Commission of any order suspending or preventing
                  the use of the Preliminary Prospectus, the Prospectus, the
                  U.S. Placement Memorandum or any Supplementary Material; (ii)
                  the suspension of the qualification of the Purchased Units for
                  offering or sale in any of the Qualifying Jurisdictions; (iii)
                  the institution, threatening or contemplation of any
                  proceeding for any of those purposes; or (iv) any requests
                  made by any Securities Commission for amending or
                  supplementing the Prospectus or for additional information,
                  and will use its reasonable best efforts to prevent the
                  issuance of any such order and, if any such order is issued,
                  to obtain the withdrawal of the order promptly;

<PAGE>

         12.3     it will, and will cause ACS Canada to, apply the net proceeds
                  from the issue and sale of the Purchased Units substantially
                  in accordance with the disclosure set out under the heading
                  "Use of Proceeds" in the Prospectus; and

         12.4     it will cause ACS Canada to maintain and ACS Canada shall
                  maintain, while Units are outstanding, a "substantial Canadian
                  presence" (as that term is understood for the purposes of
                  subsection 206(1.1) of the Tax Act) in order that the Units of
                  the Fund will not be considered "foreign property" for the
                  purposes of the Tax Act.

13.      CONDITIONS OF CLOSING.

         The obligation of the Underwriters to purchase the Purchased Units will
         be subject to the following:

         13.1     the Fund, ACS Canada and the Company will cause their legal
                  counsel to deliver to the Underwriters and their legal counsel
                  a legal opinion, subject to ordinary qualifications and
                  assumptions and reliance on a certificate of an officer of the
                  Fund, ACS Canada or the Company, as applicable, where
                  reasonable and appropriate, dated and delivered on the Closing
                  Date, in form and substance satisfactory to the Underwriters
                  and their legal counsel, acting reasonably, with respect to
                  those matters as the Underwriters may reasonably request
                  relating to the distribution of the Purchased Units, including
                  without limitation that:

                  13.1.1   the Fund has been created and is existing as a trust
                           under the laws of the Province of Ontario and the
                           trustees have been appointed as trustees of the Fund,
                           and the trustees have the power to carry on the
                           business and affairs of the Fund as described in the
                           Prospectus in compliance with the terms and
                           provisions of the Declaration of Trust;

                  13.1.2   ACS Canada (i) is a corporation incorporated and
                           existing under the laws of the Province of Ontario,
                           and (ii) has all requisite corporate power and
                           capacity to carry on its business and to own, lease
                           and operate its property and assets, as described in
                           the Prospectus;

                  13.1.3   the Company (i) is a limited liability company
                           organized and existing under the laws of the State of
                           Alaska, and (ii) has all requisite corporate power
                           and capacity to carry on its business and to own,
                           lease and operate its property and assets, as
                           described in the Prospectus;

                  13.1.4   the authorized capital of the Fund consists of an
                           unlimited number of Units;

                  13.1.5   the authorized capital of ACS Canada consists of an
                           unlimited number of common shares and an unlimited
                           number of preferred shares, and following completion
                           of the transactions contemplated in the Investment
                           Agreement, 80,271,009 common shares will be issued
                           and outstanding;

                  13.1.6   the authorized capital of the Company consists of an
                           unlimited number of membership interests, and
                           following completion of the transactions contemplated
                           by the Investment Agreement, 138,047,321 membership
                           interests will be issued and outstanding;

                  13.1.7   the Fund is, and following Closing will be, the
                           registered and beneficial owner of all of the issued
                           and outstanding shares in the capital of ACS Canada
                           on a fully-diluted basis;

                  13.1.8   ACS Holdings is the registered and beneficial owner
                           of all of the issued outstanding Company Interests
                           and, following completion of the transactions
                           contemplated by the Investment Agreement, ACS Canada
                           and ACS Holdings

<PAGE>

                           will be the registered and beneficial owners of 87.4%
                           and 12.6%, respectively, of all of the issued and
                           outstanding Company Interests;

                  13.1.9   each of the Preliminary Prospectus and the
                           Prospectus, in both the French and English languages,
                           and its execution by the trustees of the Fund and the
                           filing of each of the Preliminary Prospectus and the
                           Prospectus, in both the French and English languages,
                           with the Securities Commissions have been duly
                           approved and authorized by all necessary action on
                           the part of the trustees of the Fund and each of the
                           Preliminary Prospectus and the Prospectus, in both
                           the French and English languages, have been duly
                           executed by and on behalf of the Fund;

                  13.1.10  all necessary action has been taken by the trustees
                           of the Fund to validly issue and sell to the
                           Underwriters the Purchased Units;

                  13.1.11  the Initial Units, when issued and delivered by the
                           Fund pursuant to this agreement against payment of
                           the purchase price therefor to the Fund will be
                           validly issued and outstanding as fully paid Units of
                           the Fund;

                  13.1.12  the Over-Allotment Option to purchase the Additional
                           Units has been validly created by the Fund, and upon
                           proper exercise of the option by the Underwriters and
                           payment of the purchase price therefor to the Fund,
                           the Additional Units will be validly issued and
                           outstanding as fully-paid Units of the Fund;

                  13.1.13  all necessary action has been taken by the trustees,
                           managers and directors of the Fund, ACS Canada and
                           the Company to authorize the execution and delivery
                           by the Fund, ACS Canada and the Company of this
                           agreement and the execution and delivery by the Fund,
                           ACS Canada and the Company of the Related Agreements
                           to which any of them is a party and the performance
                           of their respective obligations under those
                           agreements, and this agreement and the Related
                           Agreements to which any of them is a party have been
                           duly executed and delivered by the trustees, managers
                           and directors of the Fund, ACS Canada and the Company
                           and constitute legal, valid and binding obligations
                           of the Fund, ACS Canada and the Company enforceable
                           against them in accordance with their terms, provided
                           that enforcement may be limited by bankruptcy,
                           insolvency and other similar laws of general
                           application affecting the enforcement of creditors'
                           rights generally, specific performance, injunctive
                           relief and other equitable remedies may be granted
                           only in the discretion of a court of competent
                           jurisdiction and that rights of indemnity and/or
                           contribution set out in this agreement and the
                           Investment Agreement may be limited by applicable
                           law;

                  13.1.14  the attributes of the Units are consistent in all
                           material respects with the description thereof under
                           the headings "Description of the Fund - Units", "-
                           Issuance of Units", "- Cash Distributions", "-
                           Redemption Right" and "- Meetings of Unitholders" in
                           the Prospectus;

                  13.1.15  the form of the certificate representing the Units
                           has been approved and adopted by the trustees of the
                           Fund and does not conflict with the Declaration of
                           Trust;

                  13.1.16  the Trust Company at its principal office in the City
                           of Toronto has been appointed the transfer agent and
                           registrar for the Units;

                  13.1.17  the execution and delivery of this agreement and the
                           Related Agreements, the fulfilment of the terms of
                           those agreements by the Fund, ACS Canada and the
                           Company, as applicable, and the issuance, sale and
                           delivery of the Purchased Units:

                           13.1.17.1 do not and will not result in a breach of
                                    or default under, and do not and will not
                                    create a state of facts which, after notice
                                    or lapse

<PAGE>

                                    of time or both, will result in a breach of
                                    or default under, and do not and will not
                                    conflict with:

                                    (i)      any of the terms, conditions or
                                             provisions of the constating
                                             documents or resolutions of the
                                             securityholders, trustees, managers
                                             or directors, or any committee of
                                             trustees, managers or directors of
                                             the Fund, ACS Canada or the
                                             Company;

                                    (ii)     based solely on such counsel's
                                             knowledge, any material indenture,
                                             mortgage, deed of trust, agreement
                                             or instrument (including the Credit
                                             Documents) to which the Fund, ACS
                                             Canada and the Company, as
                                             applicable, is a party or by which
                                             it or its properties is to be
                                             subject or be bound; or

                                    (iii)    any federal laws of Canada, or the
                                             laws of Ontario or Alaska,
                                             applicable to the Fund, ACS Canada
                                             or the Company; and

                           13.1.17.2 based solely on such counsel's knowledge,
                                    will not give rise to the acceleration of or
                                    the maturity of any debt under any material
                                    indenture, agreement or instrument
                                    (including the Credit Documents) governed by
                                    the federal laws of Canada, or the laws of
                                    Ontario or Alaska, binding or affecting any
                                    of the Fund, ACS Canada and the Company
                                    (other than those which terminate on the
                                    Closing Date or in respect of which waivers
                                    or consents have been received or will be
                                    received prior to the Time of Closing);

                  13.1.18  the Purchased Units:

                           13.1.18.1 subject to compliance with the prudent
                                    investor standards and general provisions
                                    and restrictions of the federal or Ontario
                                    statutes listed under the heading
                                    "Eligibility for Investment" in the
                                    Prospectus (and, where applicable, the
                                    regulations under those statutes) and, in
                                    certain cases, subject to the satisfaction
                                    of additional requirements relating to
                                    investment or lending policies, standards,
                                    procedures or goals and, in certain cases,
                                    subject to the filing of those policies,
                                    standards, procedures or goals, will not at
                                    the date of their issue be precluded as
                                    investments under those statutes;

                           13.1.18.2 will be qualified investments under the
                                    Income Tax Act (Canada) and the regulations
                                    thereunder (the "TAX ACT") for trusts
                                    governed by registered retirement savings
                                    plans, registered retirement income funds,
                                    deferred profit sharing plans (together, the
                                    "PLANS") and for trusts governed by
                                    registered education savings plans provided
                                    the Fund is a mutual fund trust under the
                                    Tax Act; and

                           13.1.18.3 do not constitute "foreign property" for
                                    the purposes of the tax imposed under Part
                                    XI of the Tax Act on Plans, registered
                                    investments and other tax exempt entities,
                                    including most registered pension funds or
                                    plans; and

                  13.1.19  subject to the qualifications, assumptions,
                           limitations and understandings set out therein, the
                           statements as to matters of the laws of Canada set
                           out in the Prospectus under the heading "Certain
                           Income Tax Considerations - Certain Canadian Federal
                           Income Tax Considerations" fairly describe the
                           principal Canadian federal income tax considerations
                           as at the date hereof generally applicable under the
                           Tax Act to a holder of Units who acquires such
                           securities pursuant to the offering and who, for the
                           purposes of the Tax Act, is resident in

<PAGE>

                           Canada, holds the Units as capital property and deals
                           at arm's length with the Fund;

                  13.1.20  subject to the qualifications, assumptions,
                           limitations and understandings set out therein, the
                           statements as to matters of the laws of the United
                           States set out in the Prospectus under the heading
                           "Certain Income Tax Considerations - Certain U.S.
                           Federal Income Tax Considerations" fairly describes
                           the principal U.S. federal income tax considerations
                           as at the date hereof generally applicable to a
                           non-U.S. Unitholder who acquires such securities
                           pursuant to the offering;

         13.2     each of ACS Holdings, ACS InfoSource and Alaska Communications
                  Systems will cause its counsel, acceptable to the Underwriters
                  acting reasonably, to deliver to the Underwriters and their
                  legal counsel a legal opinion dated and delivered on the
                  Closing Date, in form and substance satisfactory to the
                  Underwriters and their legal counsel, acting reasonably, that:

                  13.2.1   ACS Holdings (i) is a limited liability company
                           organized and existing under the laws of the State of
                           Alaska, and (ii) has all requisite corporate power
                           and capacity to carry on its business and to own,
                           lease and operate its property and assets;

                  13.2.2   ach of ACS InfoSource and Alaska Communications
                           Systems: (i) is a corporation incorporated and
                           existing under the laws of the State of Alaska and
                           the State of Delaware, respectively, and (ii) has all
                           requisite corporate power and capacity to carry on
                           its business and to own, lease and operate its
                           property and assets; and

                  13.2.3   all necessary action has been taken by its managers
                           or directors, as applicable, to authorize the
                           execution and delivery by it of this agreement and
                           the Related Agreements to which it is a party and the
                           performance of its obligations under such agreements,
                           and this agreement and the Related Agreements to
                           which it is a party have been duly executed and
                           delivered by it and constitute legal, valid and
                           binding obligations of it enforceable against it in
                           accordance with their terms, provided that
                           enforcement may be limited by bankruptcy, insolvency
                           and other similar laws of general application
                           affecting the enforcement of creditors' rights
                           generally, specific performance, injunctive relief
                           and other equitable remedies may be granted only in
                           the discretion of a court of competent jurisdiction
                           and that rights of indemnity and/or contribution set
                           out in this agreement and the Investment Agreement
                           may be limited by applicable law;

                  13.2.4   neither the execution and delivery by each of ACS
                           InfoSource, ACS Holdings and Alaska Communications
                           Systems of this agreement and the Related Agreements
                           to which it is a party, nor the consummation of any
                           of the transactions contemplated thereby, nor
                           compliance with any of the terms and provisions
                           thereof, and based solely on counsel's knowledge,
                           conflict or will conflict with, or result or will
                           result in a breach of or default under (whether or
                           not after notice or lapse of time or both), any of
                           the terms, conditions or provisions of, or constitute
                           a default under, or result in any violation of, any
                           material indenture, mortgage, deed of trust,
                           agreement or instrument (including the ACS Credit
                           Documents), to which ACS InfoSource, ACS Holdings and
                           Alaska Communications Systems, as applicable, is a
                           party or by which it or its properties known to such
                           counsel is or is to be subject or be bound;

                  13.2.5   each of the Preliminary Prospectus and the
                           Prospectus, in both the French and English languages,
                           and its execution by Alaska Communications Systems,
                           in its capacity as promoter, and the filing of each
                           of the Preliminary Prospectus and the Prospectus in
                           both the French and English languages with the
                           Securities Commissions have been duly approved and
                           authorized by all necessary action on the part of the
                           board of directors of Alaska Communications Systems,
                           and each of the Preliminary Prospectus and the
                           Prospectus, in both the French and

<PAGE>

                           English languages, have been duly executed by and on
                           behalf of Alaska Communications Systems;

         13.3     opinions of counsel to the Fund in each of the Qualifying
                  Jurisdictions addressed to the Underwriters, the Fund and the
                  Company and their respective counsel that:

                  13.3.1   subject to compliance with the prudent investor
                           standards and general provisions and restrictions of
                           the statutes listed under the heading "Eligibility
                           for Investment" in the Prospectus (and, where
                           applicable, the regulations under those statutes)
                           and, in certain cases, subject to the satisfaction of
                           additional requirements relating to investment or
                           lending policies, standards, procedures or goals and,
                           in certain cases, subject to the filing of those
                           policies, standards, procedures or goals, the
                           Purchased Units, at the date of their issue, will be
                           eligible investments or will not be precluded as
                           investments under such statutes, in form and
                           substance satisfactory to the Underwriters, acting
                           reasonably; and

                  13.3.2   all necessary documents have been filed, all
                           requisite proceedings have been taken and all other
                           legal requirements have been fulfilled under the laws
                           of each of the Qualifying Jurisdictions in order to
                           qualify the distribution of the Purchased Units
                           through investment dealers or brokers who are
                           registered under applicable legislation of the
                           Qualifying Jurisdictions and who have complied with
                           the relevant provisions of such applicable
                           legislation;

         13.4     an opinion of Quebec counsel to the Fund, addressed to the
                  Underwriters, regarding compliance with all the laws of Quebec
                  relating to the use of the French language in connection with
                  the distribution of the Purchased Units;

         13.5     if any Purchased Units are to be offered or sold in the United
                  States, the Fund will cause its U.S. counsel to deliver to the
                  Underwriters a favourable legal opinion to the effect that no
                  registration of the Purchased Units is required under the U.S.
                  Securities Act, provided that, in each case, the offer or sale
                  is made in accordance with Section 23 of this agreement and
                  all other offers and sales of Purchased Units are made in
                  accordance with the provisions of this agreement;

         13.6     the Underwriters will have received from each of their
                  counsel, Goodmans LLP and Goodwin Procter LLP, legal opinions
                  dated and delivered on the Closing Date, in form and substance
                  satisfactory to the Underwriters, with respect to those
                  matters as the Underwriters may reasonably require relating to
                  the distribution of the Purchased Units. In connection with
                  its opinion, Goodmans LLP may rely on the opinion of counsel
                  to the Fund and the Company and any underlying certificates
                  and, with respect to matters governed by the laws of
                  jurisdictions other than the Province of Ontario, on the
                  opinions of local counsel to the Fund and the Company;

         13.7     the Underwriters will have received certificates dated the
                  Closing Date signed by those senior officers of the Fund, ACS
                  Canada, ACS Holdings, ACS InfoSource, Alaska Communications
                  Systems and the Company, in form and content satisfactory to
                  the Underwriters, acting reasonably, with respect to:

                  13.7.1   the constating documents of each such entity;

                  13.7.2   the resolutions of the trustees, managers or
                           directors (as the case may be) of the Fund, ACS
                           Canada, ACS Holdings, ACS InfoSource, Alaska
                           Communications Systems and the Company relevant to
                           the allotment, issue and sale, as the case may be, of
                           the Purchased Units and the authorization of the
                           other agreements and transactions contemplated by
                           this agreement and the Related Agreements to which
                           they are a party; and

<PAGE>

                  13.7.3   the incumbency and signatures of signing officers of
                           the Fund, ACS Canada, ACS Holdings, ACS InfoSource,
                           Alaska Communications Systems and the Company;

         13.8     the Fund and the Company will cause the auditors of the Fund
                  and of the Company to deliver to the Underwriters a comfort
                  letter, dated the Closing Date, in form and substance
                  satisfactory to the Underwriters, acting reasonably, bringing
                  forward to the Closing Date the information contained in the
                  comfort letter referred to in Section 5.5.4;

         13.9     the Fund will deliver to the Underwriters, at and as of the
                  Time of Closing, a certificate dated the Closing Date
                  addressed to the Underwriters and signed by the trustees of
                  the Fund, certifying for and on behalf of the Fund, after
                  having made due inquiries, to those matters as the
                  Underwriters may reasonably request, including to the effect
                  that:

                  13.9.1   the Fund has complied with all the covenants and
                           satisfied all the terms and conditions of this
                           agreement on its part to be complied with and
                           satisfied at or prior to the Time of Closing;

                  13.9.2   subsequent to the respective dates as at which
                           information is given in the Prospectus, there has not
                           been any Material Adverse Change in the condition
                           (financial or otherwise) or results of operations of
                           the Fund, ACS Canada or the Company, other than as
                           disclosed in the Prospectus or any Supplementary
                           Material, as the case may be;

                  13.9.3   subsequent to the respective dates as at which
                           information is given in the Prospectus, no
                           transaction out of the ordinary course of business,
                           material to the Fund, ACS Canada or the Company has
                           been entered into by the Fund, ACS Canada or the
                           Company or has been approved by the management of any
                           of them, which results in a Material Adverse Change,
                           other than as disclosed in the Prospectus or any
                           Supplementary Material, as the case may be;

                  13.9.4   the representations and warranties of the Fund
                           contained in this agreement, and in any certificates
                           of the Fund delivered pursuant to or in connection
                           with this agreement, are true and correct as at the
                           Time of Closing (except in each case, for those
                           representations and warranties that are subject to a
                           materiality qualification, which will be true and
                           correct in all respects and except in respect of any
                           representations and warranties that are to be true
                           and correct as of a specified date, in which case
                           they will be true and correct as of that date only),
                           with the same force and effect as if made on and as
                           at the Time of Closing, after giving effect to the
                           transactions contemplated by this agreement;

                  13.9.5   receipts have been issued by the appropriate
                           Securities Commissions for the Prospectus and no
                           order, ruling or determination having the effect of
                           ceasing the trading or suspending the sale of the
                           Units of the Fund has been issued and no proceedings
                           for that purpose have been instituted or are pending
                           or, to the knowledge of those officers, contemplated
                           or threatened by any regulatory authority; and

                  13.9.6   the representations and warranties of the Fund
                           arising by reason of the delivery of the Preliminary
                           Prospectus, the Prospectus and any Supplementary
                           Material are true and correct on and as at the Time
                           of Closing as if those documents had been dated the
                           Closing Date and delivered to the Underwriters on
                           that date;

                  and all of those matters will in fact be true and correct as
                  at the Time of Closing;

         13.10    ACS Canada will deliver to the Underwriters, at the Time of
                  Closing, a certificate dated the Closing Date addressed to the
                  Underwriters and signed by two senior officers of ACS Canada
                  acceptable to the Underwriters, acting reasonably, certifying
                  for and on behalf of

<PAGE>

                  ACS Canada, after having made due inquiries, to those matters
                  as the Underwriters may reasonably request, including to the
                  effect that:

                  13.10.1  ACS Canada has complied with all the covenants and
                           satisfied all the terms and conditions of this
                           agreement on its part to be complied with and
                           satisfied at or prior to the Time of Closing;

                  13.10.2  subsequent to the respective dates as at which
                           information is given in the Prospectus, there has not
                           been any Material Adverse Change in the condition
                           (financial or otherwise) or results of operations of
                           the Fund, ACS Canada or the Company, other than as
                           disclosed in the Prospectus or any Supplementary
                           Material, as the case may be;

                  13.10.3  subsequent to the respective dates as at which
                           information is given in the Prospectus, no
                           transaction out of the ordinary course of business,
                           material to the Fund, ACS Canada or the Company has
                           been entered into by the Fund, ACS Canada or the
                           Company or has been approved by the management of any
                           of them, which results in a Material Adverse Change,
                           other than as disclosed in the Prospectus or any
                           Supplementary Material, as the case may be;

                  13.10.4  the representations and warranties of ACS Canada
                           contained in this agreement, and in any certificates
                           of the Fund delivered pursuant to or in connection
                           with this agreement, are true and correct as at the
                           Time of Closing (except in each case, for those
                           representations and warranties that are subject to a
                           materiality qualification, which will be true and
                           correct in all respects and except in respect of any
                           representations and warranties that are to be true
                           and correct as of a specified date, in which case
                           they will be true and correct as of that date only),
                           with the same force and effect as if made on and as
                           at the Time of Closing, after giving effect to the
                           transactions contemplated by this agreement;

                  13.10.5  receipts have been issued by the appropriate
                           Securities Commissions for the Prospectus and no
                           order, ruling or determination having the effect of
                           ceasing the trading or suspending the sale of the
                           Units of the Fund has been issued and no proceedings
                           for that purpose have been instituted or are pending
                           or, to the knowledge of those officers, contemplated
                           or threatened by any regulatory authority; and

                  13.10.6  the representations and warranties of ACS Canada
                           arising by reason of the delivery of the Preliminary
                           Prospectus, the Prospectus and any Supplementary
                           Material are true and correct on and as at the Time
                           of Closing as if those documents had been dated the
                           Closing Date and delivered to the Underwriters on
                           that date;

                  and all of those matters will in fact be true and correct as
                  at the Time of Closing;

         13.11    the Company will deliver to the Underwriters, at the Time of
                  Closing, a certificate dated the Closing Date addressed to the
                  Underwriters and signed by the chief executive officer and the
                  chief financial officer of the Company, certifying for and on
                  behalf of the Company, after having made due inquiries, to
                  those matters as the Underwriters may reasonably request,
                  including to the effect that:

                  13.11.1  the Fund, ACS Canada and the Company have complied
                           with all the covenants and satisfied all the terms
                           and conditions of this agreement on their respective
                           parts to be complied with and satisfied at or prior
                           to the Time of Closing;

                  13.11.2  subsequent to the respective dates as at which
                           information is given in the Prospectus, there has not
                           been any Material Adverse Change in the condition
                           (financial or otherwise) or results of operations of
                           the Fund, ACS Canada or the

<PAGE>

                           Company, other than as disclosed in the Prospectus or
                           any Supplementary Material, as the case may be;

                  13.11.3  subsequent to the respective dates as at which
                           information is given in the Prospectus, no
                           transaction out of the ordinary course of business,
                           material to the Fund, ACS Canada or the Company, has
                           been entered into by the Fund, ACS Canada or the
                           Company or has been approved by the management of any
                           of them, which results in a Material Adverse Change,
                           other than as disclosed in the Prospectus or any
                           Supplementary Material, as the case may be;

                  13.11.4  the representations and warranties of the Company
                           contained in this agreement, and in any certificates
                           of the Company delivered pursuant to or in connection
                           with this agreement, are true and correct as at the
                           Time of Closing (except in each case, for those
                           representations and warranties that are subject to a
                           materiality qualification, which will be true and
                           correct in all respects and except in respect of any
                           representations and warranties that are to be true
                           and correct as of a specified date, in which case
                           they will be true and correct as of that date only),
                           with the same force and effect as if made on and as
                           at the Time of Closing, after giving effect to the
                           transactions contemplated by this agreement;

                  13.11.5  receipts have been issued by the appropriate
                           Securities Commissions for the Prospectus and no
                           order, ruling or determination having the effect of
                           ceasing the trading or suspending the sale of the
                           Units of the Fund has been issued and no proceedings
                           for that purpose have been instituted or are pending
                           or, to the knowledge of those officers, contemplated
                           or threatened by any regulatory authority; and

                  13.11.6  the representations and warranties of the Company
                           arising by reason of the delivery of the Preliminary
                           Prospectus, the Prospectus and any Supplementary
                           Material are true and correct on and as at the Time
                           of Closing as if those documents had been dated the
                           Closing Date and delivered to the Underwriters on
                           that date;

                  and all of those matters will in fact be true and correct as
                  at the Time of Closing;

         13.12    each of ACS Holdings, ACS InfoSource and Alaska Communications
                  Systems will deliver to the Underwriters, at the Time of
                  Closing, a certificate dated the Closing Date addressed to the
                  Underwriters and signed by its chief executive officer and the
                  chief financial officer, certifying for and on behalf of it,
                  after having made due inquiries, to those matters as the
                  Underwriters may reasonably request, including to the effect
                  that:

                  13.12.1  it has complied with all the covenants and satisfied
                           all the terms and conditions of this agreement on its
                           part to be complied with and satisfied at or prior to
                           the Time of Closing;

                  13.12.2  the representations and warranties of it contained in
                           this agreement, and in any certificates of it
                           delivered pursuant to or in connection with this
                           agreement, are true and correct as at the Time of
                           Closing in all material respects (except in the case
                           of representations or warranties that are already
                           qualified by materiality, in which case such
                           representations and warranties shall be true in all
                           respects, and except in respect of any
                           representations and warranties that are to be true
                           and correct as of a specified date, in which case
                           they will be true and correct as of that date only)
                           with the same force and effect as if made on and as
                           at the Time of Closing, after giving effect to the
                           transactions contemplated by this agreement; and

                  13.12.3  in the case of Alaska Communications Systems, the
                           representations and warranties of Alaska
                           Communications Systems arising by reason of the
                           delivery

<PAGE>

                           of the Preliminary Prospectus, the Prospectus and any
                           Supplemental Material are true and correct on and as
                           at the Time of Closing as if those documents had been
                           dated the Closing Date and delivered to the
                           Underwriters on that date,

                  and all of those matters will in fact be true and correct as
                  at the Time of Closing;

         13.13    each of the Related Agreements shall have been executed and
                  delivered and not terminated, and the transactions
                  contemplated by the Related Agreements will be completed prior
                  to or contemporaneous with the sale of the Initial Units;
                  without limiting the generality of the foregoing, the Company
                  and the lenders under the Proposed Credit Facility shall have
                  entered into the Proposed Credit Facility on terms and
                  conditions satisfactory to the Underwriters, Alaska
                  Communications Systems and the Company, each acting
                  reasonably, and the Company shall have drawn down sufficient
                  funds under the Proposed Credit Facility to permit the Company
                  to make the payments contemplated by Article 6 of the
                  Investment Agreement and the Company shall have, in the
                  opinion of the Underwriters, the unfettered right and ability,
                  following such drawdown under the Proposed Credit Facility, to
                  operate the Business without material liquidity risk;

         13.14    all actions required to be taken by or on behalf of the Fund
                  including the passing of all requisite resolutions of the sole
                  unitholder and trustees of the Fund and all requisite filings
                  with governmental authorities, Securities Commissions or
                  courts will have occurred at or prior to the Time of Closing
                  so as to validly authorize the execution and filing of the
                  Preliminary Prospectus, the Prospectus and any Supplementary
                  Material and to create and issue the Purchased Units having
                  the attributes contemplated by the Prospectus;

         13.15    the Purchased Units will have been approved for listing and
                  posting for trading on the TSX on the business day immediately
                  preceding the Closing Date, subject only to the Standard
                  Listing Conditions; and

         13.16    the Underwriters will have received such other certificates,
                  opinions, agreements, materials or documents, in form and
                  substance satisfactory to the Underwriters, as the
                  Underwriters may reasonably request.

14.      CLOSING.

         The closing of the purchase and sale of the Initial Units or the
         Additional Units, as the case may be, will be completed at the Time of
         Closing or the Over-Allotment Closing Time at the offices of Torys LLP,
         Maritime Life Tower, Toronto-Dominion Centre, Suite 3000, Toronto,
         Ontario M5K 1N2, or at any other place determined in writing by the
         Fund and the Underwriters. At the Time of Closing, or the
         Over-Allotment Closing Time, as the case may be, the Fund will deliver
         to CIBC WM:

         14.1     for the respective accounts of the Underwriters, the Purchased
                  Units through the facilities of The Canadian Depository for
                  Securities Limited; the Fund will pay all fees and expenses
                  payable to or incurred by the Trust Company and all fees
                  payable to The Canadian Depository for Securities Limited; and

         14.2     all further documentation as may be contemplated in this
                  agreement or as counsel to the underwriters may reasonably
                  require;

         against payment by the Underwriters to the Fund of the purchase price
         for the Initial Units or the Additional Units, as the case may be, net
         of (i) the fees payable by the Fund to the Underwriters as provided in
         the second paragraph of this agreement, and (ii) the reimbursable
         expenses payable by the Fund to the Underwriters as provided for in
         Section 19 of this agreement by certified cheque, bank draft or wire
         transfer payable to, or as directed by, the Fund.

15       RESTRICTIONS ON FURTHER ISSUES OR SALES.

<PAGE>

         15.1     For purposes of this Section 15, "TRANSFER" means, in respect
                  of a security, any sale, exchange, transfer, assignment, gift,
                  Lien, hypothecation, alienation or other transaction, whether
                  voluntary, involuntary or by operation of law, by which the
                  legal or beneficial ownership or, or any security interest or
                  other interest in, the security passes from one person to
                  another, or to the same person in a different capacity,
                  whether or not the value, and any change in ownership of the
                  legal or beneficial owner of the security or any person which
                  owns, directly or indirectly, in any manner whatsoever, such
                  legal or beneficial owner of the security, provided that the
                  defined term "Transfer" as used in this agreement shall not
                  include any Transfer to the extent that the prohibitions or
                  restrictions contained in this agreement with respect to such
                  Transfer would be prohibited by or constitute a default under
                  any of the ACS Credit Documents.

         15.2     During the period commencing the date of this agreement and
                  ending on the day which is 180 days following the Closing
                  Date, the Fund agrees that it will not, directly or
                  indirectly, without the prior written consent of CIBC WM,
                  given by instrument in writing duly authorized and executed on
                  behalf of CIBC WM, issue, offer, sell, contract to sell, grant
                  any option to purchase, transfer, assign or otherwise dispose
                  of any Units or financial instruments or any securities
                  convertible into or exchangeable for any Units, or announce
                  any intention to effect the foregoing, other than Units of the
                  Fund, or rights, options or warrants to acquire such Units,
                  issued or granted under the Exchange Agreement.

         15.3     ACS Holdings hereby covenants and agrees that, except with the
                  prior written consent of CIBC WM, given by instrument in
                  writing duly authorized and executed on behalf of CIBC WM, it
                  shall not Transfer any Exchange Rights currently held by it or
                  any Units issuable on the exercise of the Exchange Rights
                  (collectively, with the Exchange Rights, the "RESTRICTED
                  SECURITIES") until the expiry of 180 days from the closing of
                  the Offering, provided that, following the expiry of the
                  Over-Allotment Option, ACS Holdings may Transfer Restricted
                  Securities to ACS InfoSource or Alaska Communications Systems.
                  For the purposes of the foregoing, any issuance or Transfer of
                  securities in the capital of ACS Holdings or ACS InfoSource
                  that would have the same effective economic effect as a direct
                  Transfer of Restricted Securities shall be deemed to be a
                  Transfer of Restricted Securities by ACS Holdings and,
                  accordingly, each of ACS Holdings, ACS InfoSource and Alaska
                  Communications Systems hereby covenants and agrees not to
                  issue or permit the Transfer of any securities to any Person
                  that would have such effect except in accordance with the
                  terms of this agreement, and further covenants and agrees to
                  abide and be bound by the same restrictions applicable to ACS
                  Holdings under this Section 15 in respect of any Restricted
                  Securities which it receives from ACS Holdings. Without
                  limiting the generality of the foregoing, any agreement,
                  contract, option, short sale, hedging transaction, swap or
                  other arrangement of similar economic effect requiring ACS
                  Holdings to Transfer, or providing another with the right to
                  acquire, whether any such transaction is to be settled by
                  delivery of Units, other securities, cash or otherwise, shall
                  be deemed to be a Transfer of such Restricted Securities as at
                  the date such agreement, contract, option, short sale, hedging
                  transaction, swap or arrangement is entered into.

16.      INDEMNIFICATION.

         16.1     The Fund, ACS Canada and the Company jointly and severally
                  hereby agree to protect, hold harmless and indemnify each of
                  the Underwriters and their respective affiliates and their
                  respective directors, officers, employees, advisors,
                  shareholders, partners and agents (collectively, the
                  "INDEMNIFIED PARTIES" and individually an "INDEMNIFIED PARTY")
                  from and against all losses (other than losses of profit in
                  connection with the distribution of the Purchased Units),
                  claims, actions, suits, proceedings, damages, liabilities,
                  costs and expenses, including, without limitation, all amounts
                  paid to settle actions, suits, proceedings, or satisfy
                  judgements or awards and all reasonable fees, disbursements
                  and taxes of their counsel (collectively, a "CLAIM") caused by
                  or arising directly or indirectly by reason of:

                  16.1.1   any breach of or default under any representation,
                           warranty, covenant or agreement of the Fund, ACS
                           Canada or the Company in this agreement or any

<PAGE>

                           other document to be delivered pursuant hereto or the
                           failure of the Fund, ACS Canada or the Company to
                           comply with any of its obligations hereunder or
                           thereunder;

                  16.1.2   any information or statement (except any information
                           or statement relating to the Underwriters, or any of
                           them, provided by the Underwriters) contained in any
                           of the Preliminary Prospectus, the Prospectus, the
                           U.S. Placement Memorandum or any Supplementary
                           Material or any other document or material filed or
                           delivered by or on behalf of the Fund pursuant to
                           this agreement (collectively, the "IPO OFFERING
                           DOCUMENTS") being or being alleged to be a
                           Misrepresentation

                  16.1.3   any order made or any inquiry, investigation or
                           proceeding instituted, threatened or announced by any
                           court, securities regulatory authority, stock
                           exchange or by any other competent authority, based
                           upon any Misrepresentation (except a
                           Misrepresentation relating to the Underwriters, or
                           any of them, provided by the Underwriters) contained
                           in any of the IPO Offering Documents, preventing or
                           restricting the trading in or the sale or
                           distribution of the Purchased Units; or

                  16.1.4   the Fund, ACS Canada or the Company not complying
                           prior to the completion of the distribution of the
                           Purchased Units with any requirement of any
                           Securities Laws relating to the sale of the Purchased
                           Units,

                  and will reimburse the Indemnified Parties for all reasonable
                  costs, charges and expenses, as incurred, which any of them
                  may pay or incur in connection with investigating or disputing
                  any Claim or action related thereto.

         16.2     Each of ACS Holdings, ACS InfoSource and Alaska Communications
                  Systems, subject to Sections 16.3 and 16.4, severally, and not
                  jointly, hereby agrees to protect, hold harmless and indemnify
                  each of the Indemnified Parties from and against all Claims
                  caused by or arising directly or indirectly by reason of any
                  breach of or default under any representation, warranty,
                  covenant or agreement given by it in this agreement or any
                  other document to be delivered pursuant hereto (including all
                  Related Agreements) or its failure to comply with any of its
                  obligations hereunder or thereunder, and will reimburse the
                  Indemnified Parties for all reasonable costs, charges and
                  expenses, as incurred, which any of them may pay or incur in
                  connection with investigating or disputing any Claim or action
                  related thereto.

         16.3     The obligation of each of ACS InfoSource and Alaska
                  Communications Systems to indemnify the Indemnified Parties
                  pursuant to Section 16.2 shall be limited to an amount equal
                  to, in the aggregate, the gross proceeds received in the
                  Offering, plus the value of ACS InfoSource's indirect retained
                  interest in the Company, plus the amount that Alaska
                  Communications Systems will receive from the Proposed Credit
                  Facility on Closing.

         16.4     The obligation of an indemnifying party under Section 16.1 or
                  Section 16.2 (collectively, the "INDEMNIFYING PARTIES") to
                  indemnify the Indemnified Parties pursuant to this Section 16
                  will be subject to an initial, aggregate, one-time deductible
                  of U.S.$500,000.

         16.5     The indemnities set out in Sections 16.1 and 16.2 will be in
                  addition to any liability which the Indemnifying Parties
                  thereunder may otherwise have.

         16.6     If any Claim contemplated by this Section 16 is asserted
                  against any of the Indemnified Parties, or if any potential
                  Claim contemplated by this Section 16 comes to the knowledge
                  of any of the Indemnified Parties, the Indemnified Party
                  concerned will notify in writing the Fund, ACS Canada and the
                  Company and, if applicable, one or more of ACS Holdings, ACS
                  InfoSource and Alaska Communications Systems (collectively,
                  the "NOTIFIED PARTIES" and individually a "NOTIFIED PARTY"),
                  as soon as reasonably practicable, of the nature of the Claim
                  (provided that any failure to so notify in respect of any
                  potential Claim will not affect the liability of any of the
                  Notified Parties under this Section 16 unless that delay or
                  failure prejudices the defence of the Claim or increases the
                  liability which the Notified Parties have

<PAGE>

                  under this Section 16). The Notified Parties will, subject to
                  the following, be entitled (but not required) to assume the
                  defence on behalf of the Indemnified Party of any suit brought
                  to enforce the Claim; provided that the defence will be
                  through legal counsel selected by the Notified Parties and
                  acceptable to the Indemnified Party, acting reasonably, and no
                  admission of liability will be made by the Notified Parties or
                  the Indemnified Party without, in each case, the prior written
                  consent of all the Indemnified Parties affected and the
                  Notified Parties, in each case, which consent will not be
                  unreasonably withheld or delayed. An Indemnified Party will
                  have the right to employ separate counsel in any such suit and
                  participate in its defence but the fees and expenses of that
                  counsel will be at the expense of the Indemnified Party
                  unless:

                  16.6.1   the Notified Parties fail to assume the defence of
                           the suit on behalf of the Indemnified Party within
                           ten days of receiving notice of the suit;

                  16.6.2   the employment of that counsel has been authorized by
                           the Notified Parties; or

                  16.6.3   the named parties to the suit (including any added or
                           third parties) include the Indemnified Party and the
                           Notified Parties and the Indemnified Party has been
                           advised in writing by counsel that there are legal
                           defences available to the Indemnified Parties that
                           are different or in addition to those available to
                           any of the Notified Parties or that representation of
                           the Indemnified Party by counsel for the Notified
                           Parties or any of them is inappropriate as a result
                           of the potential or actual conflicting interests of
                           those represented;

                  (in each of the cases set out in Section 16.6.1, 16.6.2 or
                  16.6.3, the Notified Parties will not have the right to assume
                  the defence of the suit on behalf of the Indemnified Party,
                  but the Notified Parties will be liable to pay the reasonable
                  fees and expenses of separate counsel for all Indemnified
                  Parties and, in addition, of local counsel in each applicable
                  jurisdiction.) Notwithstanding the foregoing, no settlement,
                  compromise, or termination of the Claim may be made by an
                  Indemnified Party without the prior written consent of the
                  Notified Parties, which consent will not be unreasonably
                  withheld or delayed.

         16.7     The rights of indemnity contained in this Section 16 will not
                  enure to the benefit of the Underwriters if the Fund and the
                  Company have complied with the provisions of Sections 5 and 6
                  and the person asserting any Claim contemplated by this
                  Section 16 was not provided with a copy of any Prospectus or
                  Supplementary Material which corrects any Misrepresentation
                  (for the purposes of Securities Laws or any of them) which is
                  the basis of the Claim and which is required under Securities
                  Laws to be delivered to that person by the Underwriters or
                  members of their banking or selling group (if any).

         16.8     The Indemnifying Parties hereby acknowledge and agree that,
                  with respect to Sections 16 and 17, the Underwriters are
                  contracting on their own behalf and as agents for their
                  affiliates', directors, officers, employees and agents and
                  their respective affiliates, directors, officers, employees
                  and agents (collectively, the "BENEFICIARIES"). In this
                  regard, each of the Underwriters will act as trustee for the
                  Beneficiaries of the covenants of the Indemnified Parties
                  under Sections 16 and 17 with respect to the Beneficiaries and
                  accepts these trusts and will hold and enforce those covenants
                  on behalf of the Beneficiaries.

17.      CONTRIBUTION.

         In order to provide for just and equitable contribution in
         circumstances in which an indemnity provided in Section 16.1 or 16.2
         would otherwise be available in accordance with its terms but is, for
         any reason not solely attributable to any one or more of the
         Indemnified Parties, held to be unavailable to or unenforceable by the
         Indemnified Parties or enforceable otherwise than in accordance with
         its terms, the Underwriters and the applicable Indemnifying Parties
         will contribute to the aggregate of all claims, damages, liabilities,
         costs and expenses and all losses (other than losses of profits in
         connection with the distribution of the Purchased Units) of the nature
         contemplated in Section 16.1 or 16.2, as applicable, and suffered or
         incurred by the Indemnified Parties in proportions so that the
         Underwriters will be responsible for the portion

<PAGE>

         represented by the percentage that the total fee paid to the
         Underwriters in connection with the sale of the Purchased Units bears
         to the aggregate purchase price of the Purchased Units, both as
         determined pursuant to the provisions of this agreement, and the
         Indemnifying Parties will, subject to Section 18.2, be responsible for
         the balance, whether or not they have been sued or sued separately;
         provided that the Underwriters will not in any event be liable to
         contribute, in the aggregate, any amount in excess of the total fee or
         any portion actually received.

18.      LIMITATION ON RIGHTS OF INDEMNITY AND CONTRIBUTION.

         18.1     No party who has engaged in any fraud, wilful default,
                  fraudulent misrepresentation, gross negligence, wilful
                  misconduct or reckless disregard will be entitled to claim
                  indemnification under Section 16.1 or 16.2 or contribution
                  under Section 17 from any person who has not engaged in that
                  fraud, wilful default, fraudulent misrepresentation or gross
                  negligence, wilful misconduct or reckless disregard.

         18.2     For greater certainty, the Indemnifying Parties will not have
                  any obligation to contribute pursuant to Section 17 in respect
                  of any Claim except to the extent the indemnity given by them
                  in Sections 16.1 and 16.2 would have been applicable to that
                  Claim in accordance with its terms, had that indemnity been
                  found to be enforceable and available to the Indemnified
                  Parties.

         18.3     The rights to contribution provided in Section 17 will be in
                  addition to and not in derogation of any other right to
                  contribution which the Indemnified Parties may have by statute
                  or otherwise at law provided that Sections 17 and 18.2 will
                  apply, mutatis mutandis, in respect of that other right.

         18.4     The obligations under Sections 16 and 17 shall survive the
                  completion of transactions contemplated under this agreement
                  and the Investment Agreement for a period of three (3) years,
                  provided that, in respect of any Claim brought during such
                  three (3) year period, the obligations under Sections 16 and
                  17 in respect of such Claim shall continue until final expiry
                  of any appeal periods in connection therewith, and provided
                  further that, in respect of any Claims brought at any time for
                  breach of any representation and warranty that, pursuant to
                  Section 17.5, survives indefinitely, the obligations under
                  Sections 16 and 17 survive indefinitely in connection with
                  such Claim.

19.      EXPENSES.

         19.1     Whether or not the purchase and sale of the Purchased Units is
                  completed, all expenses of or incidental to the contribution
                  by ACS InfoSource of the Business to ACS Holdings, the
                  contribution by ACS Holdings of the Business to the Company,
                  the subscription by the Fund for the common shares of ACS
                  Canada and ACS Notes, the acquisition by ACS Canada of
                  membership interests of the Company and the creation, issuance
                  and delivery of the Purchased Units and of or incidental to
                  all matters in connection with the transactions set out in
                  this agreement or the Investment Agreement will be borne by
                  the Fund (or by ACS InfoSource if the issuance and sale of the
                  Purchased Units does not close) including, without limitation:

                  19.1.1   expenses payable in connection with the qualification
                           for distribution of the Purchased Units under
                           applicable Securities Laws;

                  19.1.2   the fees, expenses and disbursements of the auditors,
                           counsel to all and any of the Fund, ACS Canada, the
                           Company, ACS Holdings, ACS InfoSource and Alaska
                           Communications Systems and all related foreign/local
                           counsel;

                  19.1.3   the fees of any experts retained in connection with
                           the sale of the Purchased Units;

                  19.1.4   the reasonable out-of-pocket expenses incurred by the
                           Underwriters, including the reasonable fees,
                           expenses, taxes and disbursements of the
                           Underwriters' legal

<PAGE>

                           counsel and all related foreign/local counsel, and
                           any advertising, printing, courier,
                           telecommunications, data searches, roadshow
                           presentation, travel, entertainment and any other
                           reasonable expenses incurred by the Underwriters,
                           subject to a maximum aggregate amount of $400,000 (or
                           such greater amount as is agreed to by the Company in
                           writing);

                  19.1.5   all costs incurred in connection with the
                           preparation, translation, filing and printing of the
                           Preliminary Prospectus, the "green sheet", the
                           Prospectus, any Supplementary Material, the U.S.
                           Placement Memorandum and any Unit certification
                           costs;

                  19.1.6   all fees and expenses of the Trust Company; and

                  19.1.7   all expenses associated with the "road shows" and
                           marketing activities of the Fund, including all
                           travel and lodging expenses;

         including Canadian federal goods and services tax and provincial sales
         tax exigible in respect of any of the foregoing.

20.      SUBORDINATION

         Each of ACS Holdings, ACS InfoSource and Alaska Communications Systems
         (collectively, the "EXISTING SECURITYHOLDERS") covenants and agrees
         with the Underwriters, the Fund and the Company that it shall
         subordinate (the "SUBORDINATION") any entitlement, which such Existing
         Securityholder may have to make a Claim against the Fund, ACS Canada or
         the Company (including under Securities Laws by virtue of such Existing
         Securityholder having received a distribution of the Exchange Rights
         under the Prospectus), to any Claim made by the Underwriters, the Fund
         or any unitholder of the Fund (other than the Existing Securityholders)
         against the Fund, ACS Canada or the Company. The Subordination shall
         apply to all Claims by the Existing Securityholders, regardless of
         whether or not such Claims are also made by an Underwriter, the Fund or
         other unitholder of the Fund and whether or not made first in time. The
         Subordination shall apply to prevent any Existing Securityholder from
         enforcing or realizing on a judgment in respect of a Claim until the
         final adjudication or settlement of any other Claims by the
         Underwriters, the Fund or any unitholder of the Fund. The Subordination
         shall not be interpreted or constructed to in any manner limit or
         otherwise detract from any of the rights of the Fund, the Company or
         any unitholder of the Fund under this Agreement or otherwise.

21.      ALL TERMS TO BE CONDITIONS.

         Each of the Fund, ACS Canada, the Company and the Existing
         Securityholders agrees that the conditions contained in Section 13 will
         be complied with insofar as they relate to acts to be performed or
         caused to be performed by it, and that it will use its reasonable best
         efforts to cause all of those conditions to be complied with, provided
         that such conditions (except to the extent that they constitute
         representations, warranties or covenants under any other provision of
         this agreement) shall merge on the Closing. All representations,
         warranties, covenants and other terms of this agreement will be and
         will be deemed to be conditions, and any breach or failure to comply
         with any of them or any of the conditions set out in Section 13 will
         entitle the Underwriters to terminate their obligation to purchase the
         Purchased Units, by written notice to that effect given to the Fund and
         the Company at or prior to the Time of Closing. It is understood that
         the Underwriters may waive, in whole or in part, or extend the time for
         compliance with, any of those terms and conditions without prejudice to
         the rights of the Underwriters in respect of any of those terms and
         conditions or any other or subsequent breach or non-compliance,
         provided that to be binding on the Underwriters any such waiver or
         extension must be in writing.

22.      TERMINATION BY UNDERWRITERS IN CERTAIN EVENTS.

         22.1     Each Underwriter will also be entitled to terminate its
                  obligation to purchase the Purchased Units by written notice
                  to that effect given to the Fund and the Company at or prior
                  to the Time of Closing if:

<PAGE>

                  22.1.1   any:

                           22.1.1.1 inquiry, investigation or other proceeding,
                                    or

                           22.1.1.2 order, ruling or other pronouncement
                                    (whether current or contemplated),

                           is issued, announced or threatened under or pursuant
                           to any relevant statute or by any stock exchange,
                           Governmental Body (including the Canada Customs and
                           Revenue Agency, the United States Internal Revenue
                           Service and/or the United States Treasury Department)
                           or other regulatory authority, or there is any change
                           of Law (including any Law relating to the taxation of
                           the Fund, ACS Canada and/or the Company), or in the
                           interpretation or administration thereof (in each
                           case whether current or contemplated), which, in the
                           reasonable opinion of that Underwriter, after
                           consultation with the Fund and the Company, operates
                           or could operate to prevent, suspend, hinder, delay,
                           restrict, inhibit or otherwise adversely affect the
                           trading in, or which adversely impacts the
                           distribution or the marketability of, the Purchased
                           Units or any of them;

                  22.1.2   any:

                           22.1.2.1 Material Adverse Change (actual, imminent or
                                    reasonably expected) occurs in the business,
                                    affairs, operations, assets, liabilities
                                    (contingent or otherwise), capital or
                                    ownership of the Fund, ACS Canada or the
                                    Company, howsoever caused, or

                           22.1.2.2 material fact arises or is discovered that
                                    would have been required to have been stated
                                    in the Prospectus or any Supplementary
                                    Material had that fact arisen or been
                                    discovered on, or prior to, the date of any
                                    of the Prospectus or any Supplementary
                                    Material, or

                           22.1.2.3 change occurs in any material fact contained
                                    in any of the Prospectus or any
                                    Supplementary Material or any event or state
                                    of facts occurs after the date of this
                                    agreement, which, in any case, is of such a
                                    nature as to render any of the Prospectus or
                                    any Supplementary Material untrue or
                                    misleading in any material respect or to
                                    result in any Misrepresentation in any of
                                    the Prospectus or any Supplementary
                                    Material,

                           which fact or change, as the case may be, in the
                           opinion of that Underwriter, after consultation with
                           the Fund and the Company, could reasonably be
                           expected to result in the purchasers of a material
                           number of Purchased Units exercising their right
                           under Securities Laws to withdraw from or rescind
                           their purchase thereof or sue for damages in respect
                           thereof or which has or could reasonably be expected
                           to have a significant adverse effect on the market
                           price, value or marketability of the Purchased Units
                           or any of them;

                  22.1.3   the state of the Canadian financial markets becomes
                           such that the Purchased Units cannot, in the
                           reasonable opinion of that Underwriter, be profitably
                           marketed; or

                  22.1.4   there should develop, occur or come into effect or
                           existence any event, action, state, condition or
                           major financial occurrence of national or
                           international consequence, including any act of
                           terrorism, war or like event, or any governmental
                           action, law, regulation, inquiry or other occurrence
                           of any nature which, in the reasonable opinion of
                           that Underwriter, materially adversely affects or may
                           materially affect the financial markets in Canada or
                           the United

<PAGE>

                           States or the business, operations or affairs of the
                           Fund or the Company or the market price, value or
                           marketability of the Purchased Units or any of them.

         22.2     If this agreement is terminated by any of the Underwriters
                  pursuant to Section 22.1, there will be no further liability
                  on the part of that Underwriter or of the Fund or the Company
                  to that Underwriter, except in respect of any liability which
                  may have arisen or may later arise under Sections 16, 17, and
                  19.

         22.3     The right of the Underwriters or any of them to terminate
                  their respective obligations under this agreement is in
                  addition to all other remedies they may have in respect of any
                  default, act or failure to act of the Fund, ACS Canada, the
                  Company or any of the Existing Securityholders in respect of
                  any of the matters contemplated by this agreement. A notice of
                  termination given by one Underwriter under this Section 22
                  will not be binding upon the other Underwriters.

23.      OFFERING IN THE UNITED STATES

         23.1     For the purposes of this agreement, the following terms will
                  have the meanings indicated:

                  23.1.1   "DIRECTED SELLING EFFORTS" means directed selling
                           efforts as that term is defined in Regulation S.
                           Without limiting the foregoing, but for greater
                           clarity in this agreement, it means, subject to the
                           exclusions from the definition of directed selling
                           efforts contained in Regulation S, any activity
                           undertaken for the purpose of, or that could
                           reasonably be expected to have the effect of,
                           conditioning the market in the United States for any
                           of the Purchased Units and shall include, without
                           limitation, the placement of any advertisement in a
                           publication with a general circulation in the United
                           States that refers to the offering of any of the
                           Purchased Units;

                  23.1.2   "FOREIGN ISSUER" means a foreign issuer as that term
                           is defined in Regulation S. Without limiting the
                           foregoing, but for greater clarity in this agreement,
                           it means any issuer that is (a) the government of any
                           country, or of any political subdivision of a
                           country, other than the United States; or (b) a
                           corporation or other organization incorporated under
                           the laws of any country other than the United States,
                           except an issuer meeting the following conditions:
                           (1) more than 50 percent of the outstanding voting
                           securities of such issuer are directly or indirectly
                           owned of record by residents of the United States;
                           and (2) any of the following: (i) the majority of the
                           executive officers or directors are United States
                           citizens or residents, (ii) more than 50 percent of
                           the assets of the issuer are located in the United
                           States, or (iii) the business of the issuer is
                           administered principally in the United States;

                  23.1.3   "GENERAL SOLICITATION" and "GENERAL ADVERTISING"
                           means "general solicitation" and "general
                           advertising", respectively, as used in Rule 502(c) of
                           Regulation D, including, without limitation,
                           advertisements, articles, notices or other
                           communication published in any newspaper, magazine or
                           similar media or broadcast over television or radio,
                           or any seminar or meeting whose attendees had been
                           invited by general solicitation or general
                           advertising;

                  23.1.4   "QUALIFIED INSTITUTIONAL BUYER" means a "qualified
                           institutional buyer" as defined in Rule l44A;

                  23.1.5   "REGULATION D" means Regulation D adopted by the SEC
                           under the U.S. Securities Act;

                  23.1.6   "REGULATION S" means Regulation S adopted by the SEC
                           under the U.S. Securities Act;

<PAGE>

                  23.1.7   "RULE 144A" means Rule 144A adopted by the SEC under
                           the U.S. Securities Act;

                  23.1.8   "SEC" means the United States Securities and Exchange
                           Commission;

                  23.1.9   "SUBSTANTIAL U.S. MARKET INTEREST" means "substantial
                           U.S. market interest" as that term is defined in
                           Regulation S;

                  23.1.10  "UNITED STATES" means the United States of America,
                           its territories and possessions, any state of the
                           United States, and the District of Columbia;

                  23.1.11  "U.S. EXCHANGE ACT" means the United States
                           Securities Exchange Act of 1934, as amended;

                  23.1.12  "U.S. PLACEMENT MEMORANDUM" means the placement
                           memorandum of the Fund in respect of the offering and
                           sale of Purchased Units in the United States, and any
                           amendment thereto, prepared in accordance with the
                           securities laws of the United States; and

                  23.1.13  "U.S. SECURITIES ACT" means the United States
                           Securities Act of 1933, as amended.

         23.2     The Underwriters may offer and sell the Purchased Units within
                  the United States on the terms and subject to the conditions
                  of this Section 23. In connection therewith, the Fund and the
                  Company jointly and severally represent, warrant and covenant
                  that:

                  23.2.1   the Fund is a Foreign Issuer and reasonably believes
                           there is no Substantial U.S. Market Interest with
                           respect to the Purchased Units;

                  23.2.2   none of the Fund, ACS Canada, the Company or any
                           person acting on its or their behalf (other than the
                           Underwriters, U.S. affiliates of the Underwriters
                           ("U.S. AFFILIATES"), or any members of the banking
                           and selling group formed by them collectively, the
                           "SELLING FIRMS", in respect of whose activities the
                           Fund and the Company make no representation), has
                           engaged or will engage in any Directed Selling
                           Efforts in the United States with respect to the
                           Purchased Units and the press release relating to the
                           filing of the Preliminary Prospectus issued by Alaska
                           Communications Systems Group, Inc. on March 6, 2003
                           does not constitute Directed Selling Efforts in the
                           United States in respect to the Purchased Units;

                  23.2.3   the Fund is not, and as a result of the sale of the
                           Purchased Units will not be, an open-end investment
                           company, unit investment trust or face amount
                           certificate company that is or is required to be
                           registered or a closed-end investment company that is
                           required to be, but is not, registered under Section
                           8 of the United States Investment Company Act of
                           1940, as amended;

                  23.2.4   none of the Fund, ACS Canada, the Company, their
                           affiliates or any person acting on its or their
                           behalf, (other than the Underwriters, U.S.
                           Affiliates, or any members of the Selling Firms, in
                           respect of whose activities the Fund and the Company
                           make no representation), has engaged in any form of
                           General Solicitation or General Advertising in
                           connection with any offer or sale of the Purchased
                           Units or any security convertible or exchangeable
                           into Purchased Units in the United States within the
                           six month period prior to the date of this agreement
                           and the press release relating to the filing of the
                           Preliminary Prospectus issued by Alaska
                           Communications Systems Group, Inc. on March 6, 2003
                           does not constitute a General Solicitation or General
                           Advertising in connection with any offer or sale of
                           the Purchased Units;

<PAGE>

                  23.2.5   so long as any of the Purchased Units are outstanding
                           and are "restricted securities" within the meaning of
                           Rule 144(a)(3) under the U.S. Securities Act, the
                           Fund will, unless it becomes subject to and complies
                           with the reporting requirements of Section 13 or
                           Section 15(d) of the U.S. Exchange Act or the
                           information furnishing requirements of Rule 12g3-2(b)
                           thereunder, provide to any holder of those restricted
                           securities, or to any prospective purchaser of those
                           restricted securities designated by a holder, upon
                           the request of that holder or prospective purchaser,
                           at or prior to the time of sale, the information
                           required to be provided by Rule 144A(d)(4)(i) under
                           the U.S. Securities Act (so long as that requirement
                           is necessary in order to permit holders of the
                           restricted securities to effect resales under Rule
                           l44A) to a Qualified Institutional Buyer which is a
                           holder of the restricted securities;

                  23.2.6   none of the Fund, ACS Canada, the Company or their
                           affiliates: (i) will take any action for a period of
                           forty (40) days from the Closing Date that would
                           cause the registration exemptions in Regulation S,
                           Rule 144A or Rule 506 of Regulation D to be
                           unavailable for the offer and sale of Units pursuant
                           to this agreement, or (ii) has been subject to any
                           order, judgment or decree of any court of competent
                           jurisdiction temporarily, preliminarily or
                           permanently enjoining that person for failure to
                           comply with Rule 503 of Regulation D;

                  23.2.7   the Units are not, and as of the Time of Closing the
                           Units will not be, and no securities of the same
                           class as the Units are or will be, (i) listed on a
                           national securities exchange in the United States,
                           (ii) quoted in an "automated inter-dealer quotation
                           system", as such term is used in the U.S. Exchange
                           Act, or (iii) convertible or exchangeable at an
                           effective conversion premium (calculated as specified
                           in paragraph (a)(6) of Rule 144A) of less than ten
                           percent for securities so listed or quoted; and

                  23.2.8   the Fund will, within prescribed time periods,
                           prepare and file any forms or notices required under
                           the U.S. Securities Act or applicable blue sky laws.

         23.3     Each Underwriter acknowledges that the Purchased Units have
                  not been and will not be registered under the U.S. Securities
                  Act and may be offered and sold in transactions exempt from or
                  not subject to the registration requirements of the U.S.
                  Securities Act. Accordingly, each Underwriter separately and
                  not jointly represents, warrants and covenants that:

                  23.3.1   it has not offered or sold, and will not offer or
                           sell, any of the Purchased Units constituting part of
                           its allotment except in accordance with Regulation S
                           or Rule 144A;

                  23.3.2   it has not entered and will not enter into any
                           contractual arrangement with respect to the
                           distribution of the Purchased Units, except with its
                           U.S. Affiliates and other Selling Firms or with the
                           prior written consent of the Company; and

                  23.3.3   it shall use its reasonable efforts to ensure that
                           each Selling Firm complies with the provisions of
                           Sections 23.4 and 23.5 as if such provisions applied
                           to such Selling Firm.

         23.4     Each Underwriter covenants to and agrees with the Fund that:

                  23.4.1   all offers and sales of the Purchased Units in the
                           United States will be effected through a U.S.
                           Affiliate in accordance with all applicable U.S.
                           Broker-dealer requirements;

                  23.4.2   its U.S. Affiliate is a Qualified Institutional
                           Buyer;

                  23.4.3   it will not, either directly or through its U.S.
                           Affiliate, solicit offers for, or offer to sell, the
                           Purchased Units in the United States by means of any
                           form of

<PAGE>

                           General Solicitation or General Advertising and
                           neither it nor its U.S. Affiliate, nor any persons
                           acting on its or their behalf have engaged or will
                           engage in any Directed Selling Efforts with respect
                           to the Purchased Units;

                  23.4.4   it will solicit, and will cause its U.S. Affiliate to
                           solicit, offers for the Purchased Units in the United
                           States only from, and will offer the Purchased Units
                           only to, persons it reasonably believes to be
                           Qualified Institutional Buyers in accordance with
                           Rule 144A. It also agrees that it will solicit offers
                           for the Purchased Units only from, and will offer the
                           Purchased Units only to, persons that in purchasing
                           such Purchased Units will be deemed to have
                           represented and agreed as provided in paragraphs
                           (3)(a) through (d) below (to the extent such
                           representations are applicable to the purchaser
                           concerned);

                  23.4.5   it will inform, and cause its U.S. Affiliate to
                           inform, all purchasers of the Purchased Units in the
                           United States that the Purchased Units have not been
                           and will not be registered under the U.S. Securities
                           Act and are being sold to them without registration
                           under the U.S. Securities Act in reliance on Rule
                           144A;

                  23.4.6   it will deliver, or cause to be delivered, a copy of
                           the U.S. Placement Memorandum to each person in the
                           United States purchasing Purchased Units from it;

                  23.4.7   it shall cause its U.S. Affiliate, at the request of
                           the Fund, to agree, for the benefit of the Fund, to
                           the same provisions as are contained in Sections 23.3
                           and 23.4 of this agreement;

                  23.4.8   at least one business day prior to closing, it shall
                           request CIBC WM to provide the Trust Company with a
                           list of all purchasers of the Purchased Units in the
                           United States; and

                  23.4.9   at closing it, together with its U.S. Affiliate
                           selling Purchased Units in the United States, will
                           provide a certificate, substantially in the form of
                           Schedule 23.4.9.

         23.5     It is understood and agreed by the Underwriters that the
                  Purchased Units may be offered and resold by the Underwriters,
                  its U.S. Affiliates and Selling Firms in the United States
                  pursuant to the provisions of Rule 144A to persons who are, or
                  are reasonably believed by them to be, Qualified Institutional
                  Buyers in transactions meeting the requirements of Rule 144A
                  and in compliance with any applicable state securities laws of
                  the United States, provided that by purchasing Purchased
                  Units, each purchaser shall be deemed to have represented and
                  warranted for the benefit of the Company and the Underwriters
                  that:

                  23.5.1   it is a Qualified Institutional Buyer and
                           acknowledges that the sale of Purchased Units to it
                           is being made in reliance on Rule 144A, and it is
                           acquiring such Purchased Units for its own account or
                           for the account of one or more Qualified
                           Institutional Buyers with respect to which it
                           exercises sole investment discretion;

                  23.5.2   it understands and acknowledges that the Purchased
                           Units will not be and have not been registered under
                           the U.S. Securities Act or the securities laws of any
                           state of the United States, and are therefore
                           "restricted securities" within the meaning of the
                           Rule 144, and that if in the future it shall decide
                           to resell, pledge or otherwise transfer such
                           Purchased Units, the same may be resold, pledged or
                           otherwise transferred only (A) to ACS Media Income
                           Fund, (B) in the United States, in accordance with
                           Rule 144A to a person it reasonably believes is a
                           Qualified Institutional Buyer that purchases for its
                           own account or for the account of a Qualified
                           Institutional Buyer and to whom notice is given that
                           the offer, sale or transfer is being made in reliance
                           on Rule 144A, (C) outside the United States, in
                           accordance with Rule 904 of Regulation S and in
                           compliance

<PAGE>

                           with applicable local laws and regulations, (D) in a
                           transaction exempt from registration under the U.S.
                           Securities Act pursuant to Rule 144 and in compliance
                           with any applicable state securities laws of the
                           United States, or (E) in a transaction that does not
                           require registration under the U.S. Securities Act or
                           any applicable United States state securities laws,
                           and it has furnished to ACS Media Income Fund an
                           opinion of counsel of recognized standing reasonably
                           satisfactory to ACS Media Income Fund to that effect;

                  23.5.3   it understands that all Purchased Units sold in the
                           United States as part of this offering under the
                           Prospectus will bear a legend to the following
                           effect:

                           "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
                           REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
                           1933, AS AMENDED (THE "SECURITIES ACT") OR STATE
                           SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING
                           SUCH SECURITIES, AGREES FOR THE BENEFIT OF ACS MEDIA
                           INCOME FUND THAT SUCH SECURITIES MAY BE OFFERED, SOLD
                           OR OTHERWISE TRANSFERRED ONLY (A) TO ACS MEDIA INCOME
                           FUND, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE
                           WITH RULE 904 OF REGULATION S UNDER THE SECURITIES
                           ACT, (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH
                           RULE 144A UNDER THE SECURITIES ACT, (D) PURSUANT TO
                           THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
                           ACT PROVIDED BY RULE 144 THEREUNDER, OR (E) PURSUANT
                           TO ANOTHER EXEMPTION FROM REGISTRATION AFTER
                           PROVIDING A LEGAL OPINION SATISFACTORY TO ACS MEDIA
                           INCOME FUND.

                           A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED
                           FROM CIBC MELLON TRUST COMPANY UPON DELIVERY OF THIS
                           CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A
                           FORM SATISFACTORY TO CIBC MELLON TRUST COMPANY AND
                           ACS MEDIA INCOME FUND, TO THE EFFECT THAT THE SALE OF
                           THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN
                           COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE
                           SECURITIES ACT."

                           If the Purchased Units are being sold in compliance
                           with the requirements of Rule 904 of Regulation S,
                           the legend may be removed by providing a declaration
                           to CIBC Mellon Trust Company to the following effect
                           (or as the Fund may prescribe from time to time).

                           "The undersigned (A) acknowledges that the sale of
                           the securities to which this declaration relates is
                           being made in reliance on Rule 904 of Regulation S
                           under the U.S. Securities Act of 1933, as amended,
                           and (B) certifies that (1) it is not an "affiliate"
                           (as defined in Rule 405 under the Securities Act, as
                           amended) of ACS Media Income Fund, (2) the offer of
                           such securities was not made to a person in the
                           United States and either (a) at the time the buy
                           order was originated, the buyer was outside the
                           United States, or the seller and any person acting on
                           its behalf reasonably believed that the buyer was
                           outside the United States or (b) the transaction was
                           executed on or through the facilities of the Toronto
                           Stock Exchange and neither the seller nor any person
                           acting on its behalf knows that the transaction has
                           been prearranged with a buyer in the United States,
                           and (3) neither the seller nor any person acting on
                           its behalf engaged in any directed selling efforts in
                           connection with the offer and sale of such
                           securities. Terms used herein have the meanings given
                           to them by Regulation S."; and

                  23.5.4   it understands and acknowledges that it is making the
                           representations and warranties and agreements
                           contained herein with the intent that they may be
                           relied upon by the Fund, the Company and the
                           Underwriters in determining its

<PAGE>

                           eligibility or (if applicable) the eligibility of
                           others on whose behalf it is contracting hereunder to
                           purchase the Purchased Units.

24.      STABILIZATION.

         In connection with the distribution of the Purchased Units, the
         Underwriters and members of their selling group (if any) may over-allot
         or effect transactions which stabilize or maintain the market price of
         the Purchased Units at levels above those which might otherwise prevail
         in the open market, in compliance with Securities Laws. Those
         stabilizing transactions, if any, may be discontinued at any time.

25.      OBLIGATIONS OF THE UNDERWRITERS TO BE SEVERAL.

         Subject to the terms and conditions of this agreement, the obligation
         of the Underwriters to purchase the Initial Units or the Additional
         Units, as the case may be, will be several and not joint. The
         percentage of the Purchased Units to be severally purchased and paid
         for by each of the Underwriters will be as follows:

<TABLE>
<S>                                                    <C>
CIBC World Markets Inc.                                35%
RBC Dominion Securities Inc.                           20%
Scotia Capital Inc.                                    20%
BMO Nesbitt Burns Inc.                                 12%
National Bank Financial Inc.                           12%
Westwind Partners Inc.                                  1%
</TABLE>

         If an Underwriter (a "REFUSING UNDERWRITER") does not complete the
         purchase and sale of the Initial Units which that Underwriter has
         agreed to purchase under this agreement (the "DEFAULTED UNITS"), CIBC
         WM may delay the closing date for not more than five days and the
         remaining Underwriters (the "CONTINUING UNDERWRITERS") will be
         entitled, at their option, to purchase all but not less than all of the
         Defaulted Units pro rata according to the number of Initial Units to
         have been acquired by the Continuing Underwriters under this agreement
         or in any proportion agreed upon, in writing, by the Continuing
         Underwriters. If no such arrangement has been made and the number of
         Defaulted Units to be purchased by the Refusing Underwriter does not
         exceed 10% of the Initial Units the Continuing Underwriters will be
         obligated to purchase the Defaulted Units on the terms set out in this
         agreement in proportion to their obligations under this agreement. If
         the number of Defaulted Units to be purchased by the Refusing
         Underwriters exceeds 10% of the Initial Units, the Continuing
         Underwriters will not be obliged to purchase the Defaulted Units and,
         if the Continuing Underwriters do not elect to purchase the Defaulted
         Units:

         25.1     the Continuing Underwriters will not be obliged to purchase
                  any of the Initial Units;

         25.2     the Fund will not be obliged to sell less than all of the
                  Initial Units; and

         25.3     the Fund and the Company will be entitled to terminate their
                  obligations under this agreement arising from their acceptance
                  of this offer, in which event there will be no further
                  liability on the part of the Continuing Underwriters or the
                  Fund, ACS Canada, the Company and the Existing Securityholders
                  except pursuant to the provisions of Sections 16, 17, and 19.

26.      NOTICE.

         Any notice or other communication required or permitted to be given
         under this agreement will be in writing and will be delivered to:

             (a)   in the case of the Fund:

                      79 Wellington Street West
                      Suite 3000, Maritime Life Building
                      Toronto-Dominion Centre
                      Toronto, Ontario M5K 1N2

<PAGE>

                      Attention: Trustees of ACS Media Income Fund c/o Philip
                                 Brown
                      Facsimile: (416) 865-7380

             (b)   in the case of ACS Canada:

                      79 Wellington Street West
                      Suite 3000, Maritime Life Building
                      Toronto-Dominion Centre
                      Toronto, Ontario M5K 1N2

                      Attention: Directors of ACS Media Canada Inc. c/o Philip
                                 Brown
                      Facsimile: (416) 865-7380

             (c)   in the case of ACS Holdings, ACS InfoSource and Alaska
                   Communications Systems:

                      6000 Telephone Avenue, MS65
                      Anchorage, AK 99503
                      U.S.A.

                      Attention: General Counsel
                      Facsimile: (907) 297-3153

                   in each case under (a), (b) or (c), with a copy to the Fund
                   and the Company.

             (d)   in the case of the Company:

                      3601 C Street
                      Anchorage, AK 19503
                      U.S.A.

                      Attention: President
                      Facsimile: (907) 564-1422

                   with a copy to the Fund.

             (e)   in the case of CIBC WM:

                      Canadian Equity Capital Markets
                      161 Bay Street, 6th Floor
                      Toronto, Ontario M5J 2S8

                      Attention: Kevin W. Dalton
                      Facsimile: (416) 956-6958

                   in the case of RBC DS:

                      P.O. Box 50, 200 Bay Street
                      4th Floor, South Tower
                      Royal Bank Plaza
                      Toronto, Ontario M5J 2W7

                      Attention: Karin Treiberg
                      Facsimile: (416) 842-7555

                   in the case of Scotia:

                      Scotia Plaza
                      40 King Street West

<PAGE>

                      P.O. Box 4085, Station "A"
                      Toronto, Ontario M5W 2X6

                      Attention: Sarah B. Kavanagh
                      Facsimile: (416) 863-7117

                   in the case of BMO NB:

                      1 First Canadian Place
                      4th Floor, PO Box 150
                      Toronto, Ontario M5X 1H3

                      Attention: Ashish P. Mathur
                      Facsimile: (416) 359-5685

                   in the case of NBF:

                      130 King Street West
                      Suite 3200, PO Box 21
                      Toronto, Ontario M5X 1J9

                      Attention: Jim Hardy
                      Facsimile: (416) 869-6411

                   in the case of Westwind:

                      70 York Street
                      10th Floor
                      Toronto, Ontario M5J 1S9

                      Attention: Lionel F. Conacher
                      Facsimile: (416) 815-1808

                   in each case under (e), with a copy to Goodmans LLP:

                      Suite 2400
                      250 Yonge Street
                      Toronto, Ontario M5B 2M6

                      Attention: Allan Goodman
                      Facsimile: (416) 979-1234

         The parties may change their respective addresses for notices by notice
         given in the manner set out above. Any notice or other communication
         will be in writing, and unless delivered personally to the addressee or
         to a responsible officer of the addressee, as applicable, will be given
         by telecopy and will be deemed to have been given when (i) in the case
         of a notice delivered personally to a responsible officer of the
         addressee, when so delivered; and (ii) in the case of a notice
         delivered or given by telecopy, on the first business day following the
         day on which it is sent.

27.      MISCELLANEOUS.

         27.1     Except with respect to Sections 16, 17, and 22, all actions,
                  determinations and notices on behalf of the Underwriters under
                  this agreement or contemplated by this agreement may be
                  carried out, made or given on behalf of the Underwriters by
                  CIBC WM and CIBC WM will in good faith discuss with the other
                  Underwriters the nature of any of the transactions and notices
                  prior to giving effect to them or the delivery of them, as the
                  case may be.

         27.2     This agreement will be governed by and interpreted in
                  accordance with the laws of the Province of Ontario and the
                  federal laws of Canada applicable therein.

<PAGE>

         27.3     Time will be of the essence in this agreement and, following
                  any waiver or indulgence by any party, time will again be of
                  the essence in this agreement.

         27.4     The words "agreement", "hereof", "hereunder" and similar
                  phrases mean and refer to the agreement formed as a result of
                  the acceptance by the Fund of this offer by the Underwriters
                  to purchase the Purchased Units.

         27.5     All representations, warranties, covenants and agreements of
                  the Fund, ACS Canada, the Company and the Existing
                  Securityholders contained in this agreement or contained in
                  documents submitted pursuant to this agreement and in
                  connection with the transaction of purchase and sale
                  contemplated by this agreement will survive and will continue
                  in full force and effect for a period of three years from the
                  Closing Date (other than Sections 8.1, 8.2, 8.3, 8.4, 8.5.1,
                  8.5.2, 8.5.4, 8.6, Sections 8.10 to and including 8.15,
                  Sections 8.17, 8.19 and 8.23, Sections 9.1 to and including
                  9.5, Sections 9.7 (but only with respect to contraventions,
                  breaches or defaults under organizational documents, licenses,
                  permits and Laws) and 9.8, Section 10.1 to and including 10.5,
                  Sections 10.11 (but only with respect to contraventions,
                  breaches or defaults under organizational documents, licenses,
                  permits and Laws) and 10.12, and Sections 11.1, 11.2 and 11.4
                  (but only with respect to contraventions, breaches or defaults
                  under organizational documents, licenses, permits and Laws),
                  each of which will survive and will continue in full force and
                  effect indefinitely) for the benefit of the Underwriters,
                  regardless of any subsequent disposition of the Purchased
                  Units or any investigation by or on behalf of the Underwriters
                  with respect thereto. The Underwriters will be entitled to
                  rely on the representations and warranties of the Fund, ACS
                  Canada, the Company, ACS Holdings, ACS InfoSource and Alaska
                  Communications Systems contained in this agreement or
                  delivered pursuant to this agreement notwithstanding any
                  investigation which the Underwriters may undertake or which
                  may be undertaken on the Underwriters' behalf.

         27.6     Each of the parties to this agreement will be entitled to rely
                  on delivery of a facsimile copy of this agreement and
                  acceptance by each party of any such facsimile copy will be
                  legally effective to create a valid and binding agreement
                  between the parties to this agreement in accordance with the
                  terms of this agreement.

         27.7     Each of the parties hereto acknowledges that the obligations
                  of the Fund under this agreement and that such obligations
                  shall not be personally binding upon any of the trustees of
                  the Fund, any registered or beneficial holder of Units or any
                  beneficiary under a plan of which a holder of such Units acts
                  as a trustee or carrier, and that resort shall not be had to,
                  nor shall recourse be sought from, any of the foregoing or the
                  private property of any of the foregoing in respect of any
                  indebtedness, obligation or liability of the Fund arising
                  hereunder, and recourse for such indebtedness, obligations or
                  liabilities of the Fund shall be limited to, and satisfied
                  only out of, the assets of the Fund.

         27.8     This agreement may be executed in any number of counterparts,
                  each of which when so executed will be deemed to be an
                  original and all of which, when taken together, will
                  constitute one and the same agreement.

         27.9     To the extent permitted by applicable law, the invalidity or
                  unenforceability of any particular provision of this agreement
                  will not affect or limit the validity or enforceability of the
                  remaining provisions of this agreement.

         27.10    This agreement and the other documents referred to in this
                  agreement constitute the entire agreement between the parties
                  hereto relating to the subject matter of this agreement and
                  supersede all prior agreements between those parties with
                  respect to their respective rights and obligations in respect
                  of the transactions contemplated under this agreement.

         27.11    The terms and provisions of this agreement will be binding
                  upon and enure to the benefit of the Fund, ACS Canada, the
                  Company, and the Existing Securityholders and the Underwriters
                  and their respective successors and assigns; provided that,
                  except as otherwise

<PAGE>

                  provided in this agreement, this agreement will not be
                  assignable by any party without the written consent of the
                  others and any purported assignment without that consent will
                  be invalid and of no force and effect.

         27.12    The parties acknowledge and agree that the obligations of the
                  Fund hereunder are not personally binding upon any trustee
                  thereof, any registered or beneficial holder of units in the
                  Fund or any annuitant under a plan of which such unitholder
                  acts as trustee or carrier, and resort shall not be had to,
                  nor shall recourse or satisfaction be sought from, any of the
                  foregoing or the private property of any of the foregoing, but
                  the property of the Fund only shall be bound by such
                  obligations. Any obligation of the Fund set out in this
                  agreement shall, to the extent necessary to give effect to
                  such obligation, be deemed to constitute, subject to the
                  provisions of the previous sentence, an obligation of the
                  trustees of the Fund in their capacity as trustees of the Fund
                  only.

         27.13    Notwithstanding any provision of this agreement to the
                  contrary, nothing in this agreement shall be construed to
                  require or permit the Fund or any individual or entity acting
                  on behalf of the Fund to take any action that would result in
                  the Fund failing to qualify as an "investment trust" within
                  the meaning of United States Treasury Regulations Section
                  301.7701-4(c).

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

<PAGE>

         If this letter accurately reflects the terms of the transactions which
we are to enter into and are agreed to by you, please communicate your
acceptance by executing the enclosed copies of this letter where indicated and
returning them to us.

                                      Yours very truly,
                                      CIBC WORLD MARKETS INC.
                                      /s/ Kevin W. Dalton
                                      -----------------------------------------
                                      Name:  Kevin W. Dalton
                                      Title: Managing Director

                                      RBC DOMINION SECURITIES INC.
                                      /s/ Karin Treiberg
                                      -----------------------------------------
                                      Name:  Karin Treiberg
                                      Title: Vice President

                                      SCOTIA CAPITAL INC.
                                      /s/ Sarah B. Kavanagh
                                      -----------------------------------------
                                      Name:  Sarah B. Kavanagh
                                      Title: Managing Director

                                      BMO NESBITT BURNS INC.
                                      /s/ Ashish P. Mathur
                                      -----------------------------------------
                                      Name:  Ashish P. Mathur
                                      Title: Vice President

                                      NATIONAL BANK FINANCIAL INC.
                                      /s/ Jim Hardy
                                      -----------------------------------------
                                      Name:  Jim Hardy
                                      Title: Managing Director

                                      WESTWIND PARTNERS INC.
                                      /s/ Lionel F. Conacher
                                      -----------------------------------------
                                      Name:  Lionel F. Conacher
                                      Title: Managing Director

<PAGE>

         Accepted and agreed to by the undersigned as of the date of this letter
         first written above.

                                      ACS MEDIA INCOME FUND, BY ITS TRUSTEES
                                      /s/ Mark A. Davis
                                      -----------------------------------------
                                      Name:  Mark A. Davis
                                      Title: Trustee

                                      /s/ Andre L. Hidi
                                      -----------------------------------------
                                      Name:  Andre L. Hidi
                                      Title: Trustee

                                      /s/ Alain Rheaume
                                      -----------------------------------------
                                      Name:  Alain Rheaume
                                      Title: Trustee

                                      /s/ Ronald J. Daniels
                                      -----------------------------------------
                                      Name:  Ronald J. Daniels
                                      Title: Trustee

                                      ACS MEDIA CANADA INC.
                                      /s/ Wesley E. Carson
                                      -----------------------------------------
                                      Name:  Wesley E. Carson
                                      Title: President

                                      ACS MEDIA LLC
                                      /s/ Wesley E. Carson
                                      -----------------------------------------
                                      Name:  Wesley E. Carson
                                      Title: President, Chief Executive
                                      Officer and Manager

                                      ACS MEDIA HOLDINGS LLC
                                      /s/ Kevin Hemenway
                                      -----------------------------------------
                                      Name:  Kevin Hemenway
                                      Title: Manager

                                      ACS INFOSOURCE, INC.
                                      /s/ Kevin Hemenway
                                      -----------------------------------------
                                      Name:  Kevin Hemenway
                                      Title: Director

                                      ALASKA COMMUNICATIONS SYSTEMS HOLDINGS,
                                      INC.
                                      /s/ Kevin Hemenway
                                      -----------------------------------------
                                      Name:  Kevin Hemenway
                                      Title: Senior Vice President, Treasurer
                                      and Chief Financial Officer

<PAGE>

                                  SCHEDULE 8.11

                             CAPITAL OF THE COMPANY

Capital of the Company as of the date of this agreement and immediately before
the Time of Closing:

        Authorized:                        unlimited number of membership
                                           interests

        Issued and Outstanding:            1 membership interest issued to ACS
                                           Media Holdings LLC

Capital of the Company immediately before the Over-Allotment Closing Time
(provided that the Closing occurs and there are no Defaulted Units):

        Authorized:                        unlimited number of membership
                                           interests

        Issued and Outstanding:            17,366,353 membership interest issued
                                           to ACS Media Holdings LLC

                                           120,680,968 membership interest
                                           issued to ACS Media Canada Inc.

<PAGE>

                                 SCHEDULE 23.4.9

                            UNDERWRITERS' CERTIFICATE

                  In connection with the private placement in the United States
of the units (the "UNITS") of ACS Media Income Fund (the "FUND") pursuant to the
underwriting agreement dated April 28, 2003 among the Fund, ACS Media LLC and
others and the Underwriters named therein (the "UNDERWRITING AGREEMENT"), each
of the undersigned does hereby certify as follows:

         I.                [NAME OF U.S. BROKER-DEALER AFFILIATE] is a duly
                           registered broker or dealer with the United States
                           Securities and Exchange Commission and is a member of
                           and in good standing with the National Association of
                           Securities Dealers, Inc. on the date hereof;

         II.               each offeree was provided with a copy of the U.S.
                           private placement memorandum (the "U.S. PLACEMENT
                           MEMORANDUM"), including the Canadian (final)
                           prospectus (without the compilation report referred
                           to therein) dated April 29, 2003 for the offering of
                           the Units in the United States;

         III.              immediately prior to our transmitting such U.S.
                           Placement Memorandum to such offerees, we had
                           reasonable grounds to believe and did believe that
                           each offeree was, and continue to believe that each
                           such offeree who is a U.S. person purchasing Units
                           from us is, a "qualified institutional buyer", as
                           defined in Rule 144A under the Securities Act of
                           1933, as amended (the "1933 ACT");

         IV.               no form of general solicitation or general
                           advertising (as those terms are used in Regulation D
                           under the 1933 Act) was used by us, in connection
                           with the offer or sale of the Units in the United
                           States; and

         V.                the offering of the Units in the United States has
                           been conducted by us in accordance with the terms of
                           the Underwriting Agreement.

                  Unless otherwise defined, terms used in this certificate have
the meanings given to them in the Underwriting Agreement.

                  Dated this ________day of _______________, 2003.

[UNDERWRITER]                              [U.S. BROKER-DEALER AFFILIATE]

By: ____________________________           By: ________________________________
     Name:                                      Name:
     Title:                                     Title: