Exhibit
10.2


 


ALASKA
COMMUNICATIONS SYSTEMS HOLDINGS, INC.


 


Issuer


 


GUARANTORS


 


and


 


THE BANK OF NEW
YORK


 


Trustee


 


 


SUPPLEMENTAL
INDENTURE


 


Dated as of January 25,
2005


 










 


 


9 3/8% SENIOR
SUBORDINATED NOTES DUE 2009


 





















 


THIS
SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated
as of January 25, 2005, is made by and among ALASKA COMMUNICATIONS SYSTEMS
HOLDINGS, INC., a Delaware corporation, (the “Issuer”), ALASKA COMMUNICATIONS
SYSTEMS GROUP, INC., ACS OF THE NORTHLAND, INC. ACS OF ALASKA, INC., ACS OF
FAIRBANKS, INC., ACS OF ANCHORAGE, INC., ACS WIRELESS, INC., ACS INTERNET,
INC., ACS MESSAGING, INC. ACS INFOSOURCE, INC. ACS OF ALASKA LICENSE SUB, INC.,
ACS OF THE NORTHLAND LICENSE SUB, INC., ACS OF FAIRBANKS LICENSE SUB, INC., ACS
OF ANCHORAGE LICENSE SUB, INC., ACS WIRELESS LICENSE SUB, INC., ACS LONG
DISTANCE LICENSE SUB, INC., ACS TELEVISION LICENSE SUB, INC., ACS SERVICES,
INC. AND ACS LONG DISTANCE, INC. (collectively, the “Guarantors”) and THE BANK
OF NEW YORK, as Trustee (the “Trustee”), under the Indenture dated as of May
14, 1999 (as amended through the date hereof, the “Indenture”).  Capitalized terms used herein and not
otherwise defined shall have the meaning assigned to them in the Indenture.


 


W  I  T  N  E  S  S  E  T  H:


 


WHEREAS,
the Issuer has issued its 9 3/8% Senior Subordinated Notes Due 2009 (the “Notes”)
pursuant to the Indenture;


 


WHEREAS,
the Issuer has offered (the “Tender Offer”) to purchase the Notes pursuant to
the Offer to Purchase and Consent Solicitation, dated January 12, 2005, and
has solicited (the “Consent Solicitation”) the consents of the Holders of the
Notes to certain amendments to the provisions of the Indenture in connection
with the Tender Offer pursuant to the Issuer’s Offer to Purchase and Consent
Solicitation, dated January 12, 2005 (as amended through the date hereof,
the “Offer to Purchase”);


 


WHEREAS,
in connection with the Consent Solicitation, the Issuer has obtained the
consents of certain Holders of the Notes to such amendments of certain
provisions of the Indenture and the Notes;


 


WHEREAS,
Section 9.02 of the Indenture provides that with the consent of the
Holders of at least a majority in principal amount of the Notes then
outstanding, the Issuer, any Guarantor, and the Trustee may amend or supplement
the Indenture and the Notes, subject to specified exceptions;


 


WHEREAS,
the Holders of a majority of the principal amount of the Notes outstanding have
duly consented to the proposed amendments set forth in this Supplemental
Indenture in accordance with Section 9.02 of the Indenture;


 


WHEREAS,
the Issuer has heretofore delivered or is delivering contemporaneously herewith
to the Trustee (i) a copy of resolutions of the Board of Directors of the
Issuer, certified by the Secretary or an Assistant Secretary of the Issuer,
authorizing the execution, delivery and performance of this Supplemental
Indenture, (ii) a copy of resolutions of the Boards of Directors of each of the
Guarantors, certified by the Secretary or an Assistant Secretary of each of the
Guarantors, authorizing the execution, delivery and performance of this
Supplemental Indenture, (iii) evidence of the written consent of the Holders
set forth in the immediately preceding paragraph (iv) an Officers’ Certificate
and an Opinion of Counsel with and to the effect set forth in Section 7.02
of the Indenture;


 


WHEREAS,
all conditions necessary to authorize the execution and delivery of this
Supplemental Indenture and to make this Supplemental Indenture valid and
binding have been complied with or have been done or performed; and


 


NOW,
THEREFORE, in consideration of the foregoing, the parties
hereto agree as follows.


 


ARTICLE ONE


AMENDMENTS


 


SECTION 1.01.  Amendments.  Subject to Section 2.01 hereof, the
Indenture is hereby amended by (A) deleting in their entireties Sections 4.02,
4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 5.01(a)(2),
(a)(3) and 6.01 (a)(4) and (B) deleting from the second paragraph of Section 5.01(a)
the phrase 


 





















 


“Notwithstanding the
foregoing clause (2) or (3), [t]” and replacing it with “[T]”.  Effective as of the Payment Date (as defined
in the Offer to Purchase), none of the Issuer, Guarantors, Trustee or other
parties to or beneficiaries of the Indenture or the Notes shall have any
rights, obligations or liabilities under such deleted Sections or Articles and
such Sections or Articles shall not be considered in determining whether a
Default or Event of Default has occurred or whether either Issuer or any of the
Guarantors has observed, performed or complied with the provisions of the
Indenture.


 


SECTION 1.02.   Amendment of Definitions.  Subject to Section 2.01 hereof, the
Indenture is hereby amended by deleting any definitions from the Indenture with
respect to which references would be eliminated as a result of the amendment of
the Indenture pursuant to Section 1.01 hereof.


 


ARTICLE TWO


MISCELLANEOUS


 


SECTION 2.01.   Effectiveness.  This Supplemental Indenture shall become
effective on and as of the date the counterparts hereto shall have been
executed and delivered by each of the parties hereto.  On the Payment Date (as defined in the Offer
to Purchase), this Supplemental Indenture will become operative as of the date
hereof.


 


SECTION 2.02.
 Governing
Law.  THE INTERNAL LAW OF THE STATE
OF NEW YORK, INCLUDING WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW, SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL
SUPPLEMENTAL INDENTURE.


 


SECTION 2.03.  Counterparts.  This Supplemental Indenture may be executed
in any number of counterparts, each of which shall be an original; but such
counterparts shall constitute but one and the same instrument.


 


SECTION 2.04.
 Severability.  In case any provision of this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.


 


SECTION 2.05.  Ratification.  Except as expressly waived, amended or
supplemented hereby, all of the terms of the Indenture shall remain and
continue in full force and effect and are hereby confirmed in all respects and,
as expressly waived, amended, or supplemented hereby, the Indenture is in all
respects agreed to, ratified and confirmed by each of the Issuer, the
Guarantors and the Trustee.


 


SECTION 2.06.  Trustee.  The Trustee accepts the trusts created by the
Indenture, as supplemented by this Supplemental Indenture, and agrees to
perform the same upon the terms and conditions of the Indenture, as amended and
supplemented by this Supplemental Indenture.


 


SECTION 2.07.
No Representations by Trustee. The recitals contained herein shall be
taken as the statement of the Issuer and Guarantors, and the Trustee assumes no
responsibility whatsoever for their correctness.  The Trustee makes no representations as to the
validity or sufficiency of this Supplemental Indenture or for the due execution
hereof by the Issuer and the Guarantors.


 


SECTION 2.08.  Reaffirmation. The parties hereto make
and reaffirm as of the date of execution of this Supplemental Indenture all of
their respective representations, covenants and agreements set forth in the
Indenture, as amended by this Supplemental Indenture.


 


SECTION 2.09.  Assignment.  All covenants and agreements of the Issuer,
the Guarantors, and the Trustee in the Indenture, as amended by this
Supplemental Indenture, shall bind each of their respective successors and
assigns, whether so expressed or not.


 





















 


SECTION 2.10.
 Third-Party Beneficiaries.  Nothing in this Supplemental Indenture,
express or implied, shall give to any Person, other than the parties hereto and
their successors under the Indenture and the Holders of the Notes, any benefit
or any legal or equitable right, remedy or claim under the Indenture or this
Supplemental Indenture.


 


SECTION 2.11.  Trust Indenture Act.  If any provisions hereof limit, quality or
conflict with a provision of the Trust Indenture Act of 1939, as amended from
time to time (the “TIA”), required under the TIA to be a part of and govern
this Supplemental Indenture, the provisions of the TIA shall control.  If any provision hereof modifies or excludes
any provision of the TIA that may be so modified or excluded, the latter
provisions shall be deemed to apply to this Supplemental Indenture as so
modified or excluded, as the case may be.


 


SECTION 2.12.
 Unity.  All provisions of this Supplemental Indenture
shall be deemed to be incorporated in, and made a part of, the Indenture.  The Indenture, as amended and supplemented by
this Supplemental Indenture, shall be read, taken and construed as one and the
same instrument.


 


(signature
pages follow)


 





















 


IN
WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed all as of the date and year first
above written.


 


	
   

  	
  ALASKA COMMUNICATIONS
  SYSTEMS HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Leonard Steinberg

  
	
   

  	
   

  	
  Name:

  	
  Leonard Steinberg

  
	
   

  	
   

  	
  Title:

  	
  General Counsel and
  Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ALASKA COMMUNICATIONS
  SYSTEMS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Leonard Steinberg

  
	
   

  	
   

  	
  Name:

  	
  Leonard Steinberg

  
	
   

  	
   

  	
  Title:

  	
  General Counsel and Corporate
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ACS OF THE NORTHLAND,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Leonard Steinberg

  
	
   

  	
   

  	
  Name:

  	
  Leonard Steinberg

  
	
   

  	
   

  	
  Title:

  	
  General Counsel and
  Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ACS OF ALASKA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Leonard Steinberg

  
	
   

  	
   

  	
  Name:

  	
  Leonard Steinberg

  
	
   

  	
   

  	
  Title:

  	
  General Counsel and
  Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ACS OF FAIRBANKS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Leonard Steinberg

  
	
   

  	
   

  	
  Name:

  	
  Leonard Steinberg

  
	
   

  	
   

  	
  Title:

  	
  General Counsel and
  Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ACS OF ANCHORAGE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Leonard Steinberg

  
	
   

  	
   

  	
  Name:

  	
  Leonard Steinberg

  
	
   

  	
   

  	
  Title:

  	
  General Counsel and
  Corporate Secretary

  



 





















 


	
   

  	
  ACS WIRELESS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Leonard Steinberg

  
	
   

  	
   

  	
  Name:

  	
  Leonard Steinberg

  
	
   

  	
   

  	
  Title:

  	
  General Counsel and
  Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ACS INTERNET, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Leonard Steinberg

  
	
   

  	
   

  	
  Name:

  	
  Leonard Steinberg

  
	
   

  	
   

  	
  Title:

  	
  General Counsel and
  Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ACS MESSAGING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Leonard Steinberg

  
	
   

  	
   

  	
  Name:

  	
  Leonard Steinberg

  
	
   

  	
   

  	
  Title:

  	
  General Counsel and
  Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ACS INFOSOURCE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Leonard Steinberg

  
	
   

  	
   

  	
  Name:

  	
  Leonard Steinberg

  
	
   

  	
   

  	
  Title:

  	
  General Counsel and
  Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ACS OF ALASKA LICENSE
  SUB, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Leonard Steinberg

  
	
   

  	
   

  	
  Name:

  	
  Leonard Steinberg

  
	
   

  	
   

  	
  Title:

  	
  General Counsel and
  Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ACS OF THE NORTHLAND
  LICENSE SUB, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Leonard Steinberg

  
	
   

  	
   

  	
  Name:

  	
  Leonard Steinberg

  
	
   

  	
   

  	
  Title:

  	
  General Counsel and
  Corporate Secretary

  



 





















 


	
   

  	
  ACS OF FAIRBANKS
  LICENSE SUB, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Leonard Steinberg

  
	
   

  	
   

  	
  Name:

  	
  Leonard Steinberg

  
	
   

  	
   

  	
  Title:

  	
  General Counsel and
  Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ACS OF ANCHORAGE
  LICENSE SUB, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Leonard Steinberg

  
	
   

  	
   

  	
  Name:

  	
  Leonard Steinberg

  
	
   

  	
   

  	
  Title:

  	
  General Counsel and
  Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ACS WIRELESS LICENSE
  SUB, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Leonard Steinberg

  
	
   

  	
   

  	
  Name:

  	
  Leonard Steinberg

  
	
   

  	
   

  	
  Title:

  	
  General Counsel and
  Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ACS LONG DISTANCE
  LICENSE SUB, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Leonard Steinberg

  
	
   

  	
   

  	
  Name:

  	
  Leonard Steinberg

  
	
   

  	
   

  	
  Title:

  	
  General Counsel and
  Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ACS TELEVISION LICENSE
  SUB, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Leonard Steinberg

  
	
   

  	
   

  	
  Name:

  	
  Leonard Steinberg

  
	
   

  	
   

  	
  Title:

  	
  General Counsel and
  Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ACS SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Leonard Steinberg

  
	
   

  	
   

  	
  Name:

  	
  Leonard Steinberg

  
	
   

  	
   

  	
  Title:

  	
  General Counsel and
  Corporate Secretary

  



 





















 


	
   

  	
  ACS LONG DISTANCE, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Leonard Steinberg

  
	
   

  	
   

  	
  Name:

  	
  Leonard Steinberg

  
	
   

  	
   

  	
  Title:

  	
  General Counsel and
  Corporate Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Daren M. DiNicola

  
	
   

  	
   

  	
  Name:

  	
  Daren M. DiNicola

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory