EX-10.1






ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC.




Issuer




GUARANTORS




and




THE BANK OF NEW YORK




Trustee




SUPPLEMENTAL INDENTURE




Dated as of February 22, 2006




9 7/8% SENIOR NOTES DUE 2011




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THIS SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of February 22,
2006, 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 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 August 26, 2003 (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 7/8% Senior Notes Due 2011 (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 February 7, 2006, 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 February 7, 2006 (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(b) of the Indenture; and



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 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, 4.14, 4.15 and 6.01 (d). Effective as of the earlier of the Initial
Acceptance Date or the Final Acceptance Date (each 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 earlier of the Initial Acceptance Date or the Final Acceptance Date (each
as defined in the Offer to Purchase), this Supplemental Indenture will become operative.



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, qualify 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)




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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:

Title:
	 	Leonard Steinberg

General Counsel and Corporate Secretary






ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.



	 	 	 	 	 
	By:

	 	/s/ Leonard Steinberg
	 	

	 	 	 

	
 
	 	Name:

Title:
	 	Leonard Steinberg

General Counsel and Corporate Secretary






ACS OF THE NORTHLAND, INC.



	 	 	 	 	 
	By:

	 	/s/ Leonard Steinberg
	 	

	 	 	 

	
 
	 	Name:

Title:
	 	Leonard Steinberg

General Counsel and Corporate Secretary






ACS OF ALASKA, INC.



	 	 	 	 	 
	By:

	 	/s/ Leonard Steinberg
	 	

	 	 	 

	
 
	 	Name:

Title:
	 	Leonard Steinberg

General Counsel and Corporate Secretary






ACS OF FAIRBANKS, INC.



	 	 	 	 	 
	By:

	 	/s/ Leonard Steinberg
	 	

	 	 	 

	
 
	 	Name:

Title:
	 	Leonard Steinberg

General Counsel and Corporate Secretary






ACS OF ANCHORAGE, INC.



	 	 	 	 	 
	By:

	 	/s/ Leonard Steinberg
	 	

	 	 	 

	
 
	 	Name:

Title:
	 	Leonard Steinberg

General Counsel and Corporate Secretary
	 
	 	 	 	 






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	ACS WIRELESS, INC.
	 	 
	 
	 	 	 	 
	By:

	 	/s/ Leonard Steinberg
	 	

	 	 	 

	
 
	 	Name:

Title:
	 	Leonard Steinberg

General Counsel and Corporate Secretary
	 
	 	 	 	 
	ACS INTERNET, INC.
	 	 
	 
	 	 	 	 
	By:

	 	/s/ Leonard Steinberg
	 	

	 	 	 

	
 
	 	Name:

Title:
	 	Leonard Steinberg

General Counsel and Corporate Secretary






ACS MESSAGING, INC.



	 	 	 	 	 
	By:

	 	/s/ Leonard Steinberg
	 	

	 	 	 

	
 
	 	Name:

Title:
	 	Leonard Steinberg

General Counsel and Corporate Secretary






ACS INFOSOURCE, INC.



	 	 	 	 	 
	By:

	 	/s/ Leonard Steinberg
	 	

	 	 	 

	
 
	 	Name:

Title:
	 	Leonard Steinberg

General Counsel and Corporate Secretary






ACS OF ALASKA LICENSE SUB, INC.



	 	 	 	 	 
	By:

	 	/s/ Leonard Steinberg
	 	

	 	 	 

	
 
	 	Name:

Title:
	 	Leonard Steinberg

General Counsel and Corporate Secretary






ACS OF THE NORTHLAND LICENSE SUB, INC.



	 	 	 	 	 
	By:

	 	/s/ Leonard Steinberg
	 	

	 	 	 

	
 
	 	Name:

Title:
	 	Leonard Steinberg

General Counsel and Corporate Secretary
	 
	 	 	 	 






4




ACS OF FAIRBANKS LICENSE SUB, INC.



	 	 	 	 	 
	By:

	 	/s/ Leonard Steinberg
	 	

	 	 	 

	
 
	 	Name:

Title:
	 	Leonard Steinberg

General Counsel and Corporate Secretary






ACS OF ANCHORAGE LICENSE SUB, INC.



	 	 	 	 	 
	By:

	 	/s/ Leonard Steinberg
	 	

	 	 	 

	
 
	 	Name:

Title:
	 	Leonard Steinberg

General Counsel and Corporate Secretary






ACS WIRELESS LICENSE SUB, INC.



	 	 	 	 	 
	By:

	 	/s/ Leonard Steinberg
	 	

	 	 	 

	
 
	 	Name:

Title:
	 	Leonard Steinberg

General Counsel and Corporate Secretary






ACS LONG DISTANCE LICENSE SUB, INC.



	 	 	 	 	 
	By:

	 	/s/ Leonard Steinberg
	 	

	 	 	 

	
 
	 	Name:

Title:
	 	Leonard Steinberg

General Counsel and Corporate Secretary
	 
	 	 	 	 
	ACS SERVICES, INC.
	 	 
	 
	 	 	 	 
	By:

	 	/s/ Leonard Steinberg
	 	

	 	 	 

	
 
	 	Name:

Title:
	 	Leonard Steinberg

General Counsel and Corporate Secretary
	 
	 	 	 	 






5




ACS LONG DISTANCE, INC.



	 	 	 	 	 
	By:

	 	/s/ Leonard Steinberg
	 	

	 	 	 

	
 
	 	Name:

Title:
	 	Leonard Steinberg

General Counsel and Corporate Secretary






THE BANK OF NEW YORK



	 	 	 	 	 
	By:

	 	/s/ Van K. Brown
	 	

	 	 	 

	
 
	 	Name:

Title:
	 	Van K. Brown

Vice President
	 
	 	 	 	 







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