EX-10.2






EXECUTION COPY




CONSENT AND AMENDMENT NO. 2




dated as of




February 22, 2006,




among




ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC.,




as Borrower




and




ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.,




as Parent




and




The Lenders Party Hereto,




and




CANADIAN IMPERIAL BANK OF COMMERCE,




acting through its New York Agency,




as Administrative Agent














CIBC WORLD MARKETS CORP.,

and

JPMORGAN CHASE BANK, N.A.

as Co-Lead Arrangers and Joint Book Managers




for the Incremental Loan Facility














1




CONSENT AND AMENDMENT NO. 2




dated as of February 22, 2006




Reference is made to the Credit Agreement dated as of February 1, 2005 (as amended, amended
and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the
terms defined therein, unless otherwise defined herein, being used herein as therein defined) among
ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC., as borrower (the “Borrower”), ALASKA COMMUNICATIONS
SYSTEMS GROUP, INC. as parent (the “Parent”), the several banks and other financial institutions or
entities from time to time party thereto, as lenders (the “Lenders”), CANADIAN IMPERIAL BANK OF
COMMERCE, acting through its New York Agency (“CIBC”), as Administrative Agent (in such capacity,
the “Administrative Agent”), CIBC WORLD MARKETS CORP. (“CIBC WM”), J.P. MORGAN SECURITIES INC. and
BANC OF AMERICA SECURITIES LLC, as Co-Lead Arrangers and Joint Book Managers (in such capacity, the
“Arrangers”), JPMORGAN CHASE BANK, N.A., (“JPM”) as Syndication Agent and BANK OF AMERICA, N.A., as
Documentation Agent. CIBC WM and JPM are acting as co-lead arrangers and joint book managers (in
such capacity, the “Co-Arrangers”, and together with the Administrative Agent, the “Agents”) with
respect to the 2006 Incremental Loans (as defined below).



PRELIMINARY STATEMENTS:




The Borrower has informed the Agents that it intends to purchase up to $56,950,000 principal
amount of Senior Unsecured Notes, which Senior Unsecured Notes will be retired immediately
following such purchase (each a “2006 Senior Unsecured Note Redemption” and, together the “2006
Senior Unsecured Note Redemptions”).



Pursuant to Section 2.01(c) of the Credit Agreement, the Borrower has requested the
implementation of an incremental facility, in up to two Series, in an amount not to exceed the
amount required to purchase and redeem Senior Unsecured Notes in the 2006 Senior Unsecured Note
Redemptions and pay premiums, fees and expenses related thereto (with the amount requested for each
such redemption being referred to herein as a “Funding”); provided that the aggregate principal
amount of such implemented incremental facility shall not exceed $56,950,000 (the “2006 Incremental
Facility”), and the Administrative Agent and the Incremental Lenders are willing to effect such
implementation on and subject to the terms of this Consent and Amendment No. 2.



In addition, the Borrower, the Parent and the Required Lenders have agreed to amend the Credit
Agreement to consent to the exclusion of the 2006 Senior Unsecured Note Redemptions from certain
requirements of the covenants in the Credit Agreement and the 2006 Incremental Facility from the
maximum amount of the Incremental Loans and Incremental Loan Commitments, all on and subject to the
terms of this Consent and Amendment No. 2.



NOW, THEREFORE, it is hereby agreed, effective as of the dates set forth in Section 4, as
follows:



SECTION 1. Consent. Notwithstanding the requirements of Section 6.08(b)(vii)(B) of
the Credit Agreement, the Administrative Agent and the Required Lenders hereby consent, and each of
the 2006 Incremental Loan Lenders (as defined below) hereby agrees and is deemed to consent, to (a)
the 2006 Senior Unsecured Note Redemptions, and (b) the exclusion from the calculation of
Cumulative Distributable Cash of up to $56,950,000 aggregate principal amount of the Senior
Unsecured Notes redeemed in a 2006 Senior Unsecured Note Redemption plus premiums, fees and
expenses related thereto for each period affected thereby.



SECTION 2. Incremental Loan Amendment.



(a) The Borrower and each Incremental Loan Lender referred to on the signatures pages hereto
(the “2006 Incremental Loan Lenders”) agrees that each 2006 Incremental Loan Lender shall severally
make an Incremental Loan (collectively, the “2006 Incremental Loans”), in up to two Series, to the
Borrower during the period from and after the Consent and Amendment No. 2 Effective Date (as
defined below) to the 2006 Incremental Loan Commitment Termination Date (as defined below), subject
to the terms and conditions of the Credit Agreement (including Sections 4.02 and 4.03 thereof), in
an aggregate principal amount not exceeding such Lender’s Incremental Loan Commitment set forth on
the lender addendum to Consent and Amendment No. 2 (the “2006 Incremental Loan Commitments”). To
the extent the 2006 Incremental Loans are made in an amount that is less than the 2006 Incremental
Loan Commitments, each 2006 Incremental Loan Lender shall fund its pro rata percentage of such 2006
Incremental Loans based on the percentage that such 2006 Incremental Loan Lender’s 2006 Incremental
Loan Commitments bears to the total 2006 Incremental Loan Commitments. The 2006 Incremental Loans
shall (i) have identical terms with, (ii) be deemed and treated as, and (iii) have the same rights
and obligations under the Loan Documents as, the Term Loans, except (x) all 2006 Incremental Loans
shall mature on February 1, 2012 (the “2006 Incremental Loan Maturity Date”), and (y) on the date
of each Funding, the 2006 Incremental Loan Commitments shall be permanently reduced by an amount
equal to the amount of such Funding and in any event will terminate no later than March 17, 2006
(the “2006 Incremental Loan Commitment Termination Date”). For the avoidance of doubt it is
expressly understood and agreed that (i) all holders of 2005 Incremental Loans and all holders of
2006 Incremental Loans shall be deemed and treated as, and have the same rights and obligations
under the Loan Documents as, the Term Lenders, (ii) each of the 2005 Incremental Loans and the 2006
Incremental Loans shall be deemed as an increase in the Term Loans, and (iii) any calculations or
determinations under the Credit Agreement which reference both Term Loans and Incremental Loans
shall be determined or calculated without duplication of the Term Loans and the Incremental Loans.



(b) Each 2006 Incremental Loan Lender that is not already a party to the Credit Agreement
(i) confirms that it has received a copy of the Credit Agreement (including, without limitation,
Consent and Amendment No. 1, dated as of July 15, 2005), together with copies of the financial
statements referred to in Section 5.01 thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into this Consent and
Amendment No. 2; (ii) agrees that it will, independently and without reliance upon any Agent or any
other Lender and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Credit
Agreement; (iii) represents and warrants that its name set forth on the signature page hereto is
its exact legal name; (iv) appoints and authorizes each Agent to take such action as agent on its
behalf and to exercise such powers and discretion under the Loan Documents as are delegated to such
Agent by the terms thereof, together with such powers and discretion as are reasonably incidental
thereto; (v) agrees that it will perform in accordance with their terms all of the obligations that
by the terms of the Credit Agreement are required to be performed by it as a Lender; (vi) attaches
any U.S. Internal Revenue Service forms required under Section 2.17 of the Credit Agreement, and
(vii) upon the satisfaction of the conditions set forth in Section 4 below and delivery of a duly
executed Consent and Amendment No. 2 to the Administrative Agent for acceptance and recording, and
such acceptance and recording by the Administrative Agent, as of the Consent and Amendment No. 2
Effective Date, each such 2006 Incremental Loan Lender shall be a party to the Credit Agreement
and, to the extent provided in this Consent and Amendment No. 2, have the rights and obligations
of, and be deemed for all purposes, a Lender thereunder.



SECTION 3. Amendment to Credit Agreement. (a) Section 1.01 of the Credit Agreement
is hereby amended by inserting the following new definitions therein in the appropriate
alphabetical order:




“Consent and Amendment No. 2” means the Consent and Amendment No. 2 dated
as of February 22, 2006 among the Borrower, the Parent, the Lenders party thereto,
the Administrative Agent and JPMorgan Chase Bank, N.A. and CIBC World Markets
Corp., as Co-Lead Arrangers and Joint Book Managers.




“Consent and Amendment No. 2 Effective Date” has the meaning set forth in
the Consent and Amendment No. 2.




“Repricing Transaction” has the meaning assigned to such term in Section
2.11.




“2006 Incremental Loan Commitment” means, with respect to each Lender party
to the Consent and Amendment No. 2, the commitment of such Lender to make 2006
Incremental Loans on or after the Consent and Amendment No. 2 Effective Date in the
percentage set forth on the lender addendum to the Consent and Amendment No. 2, as
such commitment may be reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 9.04, or in the Assignment and
Assumption pursuant to which such Lender shall have assumed its 2006 Incremental
Loan Commitment. The initial aggregate amount of the Lenders’ 2006 Incremental
Loan Commitments is $56,950,000.




“2006 Incremental Loans” means any term loan made on or after the Consent
and Amendment No. 2 Effective Date pursuant to the Consent and Amendment No. 2.”



(b) Section 1.01 of the Credit Agreement is hereby further amended by (i) deleting clause (a)
in the definition of “Applicable Rate” and (ii) inserting the following new clause (a) therein:




“(a) with respect to any Term Loan, (i) 0.75% per annum, in the case of an ABR
Loan, or (ii) 1.75% per annum, in the case of a Eurodollar Loan, and”.



(c) Section 1.01 of the Credit Agreement is hereby further amended by (i) inserting the
following in the definition of “Incremental Loan Commitment” before the period in the first
sentence therein:




“and the 2006 Incremental Loan Commitments”



and (ii) adding the phrase “and the 2006 Incremental Loans” after the phrase “2005 Incremental
Loans” in the last sentence thereof.



(d) Section 1.01 of the Credit Agreement is hereby further amended by deleting the word
“Adjusted” in the definition of “Senior Secured Debt” therein.



(e) Section 2.01(c)(ii) of the Credit Agreement is hereby amended by inserting the following
before the second parenthetical contained therein:




“ and all 2006 Incremental Loans”.



(f) Section 2.11 of the Credit Agreement is hereby amended (i) in clause (e)(ii) by inserting
the following after the words “2005 Incremental Loans” in the parenthetical therein:




“and the 2006 Incremental Loans”



and (ii) by inserting the following at the end thereof:




“Any prepayment in full of all Term Loans pursuant to this Section 2.11 on or prior
to the first anniversary of the Consent and Amendment No. 2 Effective Date with the
proceeds of any Repricing Transaction (as defined below) shall be accompanied by a
prepayment fee equal to 1.00% of the principal amount prepaid. A “Repricing
Transaction” means the incurrence by any Loan Party of any Indebtedness
(including, without limitation, any new or additional term loans under this
Agreement) that is secured or is broadly marketed or syndicated to banks and other
institutional investors in financings similar to the facilities herein (i) having
an effective interest rate margin or weighted average yield (to be determined by
the Administrative Agent consistent with generally accepted financial practice,
after giving effect to, among other factors, margins, upfront or similar fees or
original issue discount shared with all lenders or holders thereof, but excluding
the effect of any arrangement, structuring, syndication or other fees payable in
connection therewith that are not shared with all lenders or holders thereof and
excluding any effects of changes in the Alternate Base Rate or the Adjusted LIBO
Rate) that is less than the Applicable Rate for, or weighted average yield (to be
determined by the Administrative Agent on the same basis and excluding any effects
of changes in the Alternate Base Rate or the Adjusted LIBO Rate) of, the Term Loans
and (ii) the proceeds of which are sufficient to, and are used to, prepay all
outstanding principal of all Term Loans.”



(g) Section 6.08(b)(vii) of the Credit Agreement is hereby amended by (i) deleting the phrase
“$55,000,000” and (ii) inserting the phrase “$118,300,000” therein.



(h) Section 6.12 of the Credit Agreement is hereby amended by (i) deleting the phrase “4.25 to
1” and (ii) inserting the phrase “4.40 to 1”.



SECTION 4. Conditions to Effectiveness. (A) Section 2(a) of this Consent and
Amendment No. 2 shall become effective on the date (the “Consent and Amendment No. 2 Effective
Date”) that each of the conditions set forth in clauses (a), (c) and (d) of this Section 4(A) have
been satisfied; provided that it shall be a condition for each Funding that the conditions set
forth in clauses (b), (e), (f) and (g) of this Section 4(A) have been satisfied with respect to
such Funding:



(a) Resolutions. The Administrative Agent shall have received certified copies of (i)
the resolutions of the Board of Directors of the Borrower and the Parent evidencing approval of
this Consent and Amendment No. 2 and all matters and transactions contemplated hereby and (ii) all
documents evidencing other necessary corporate action and governmental and other material third
party approvals and consents, if any, (or a certification that none are required) with respect to
this Consent and Amendment No. 2 and the matters and transactions contemplated hereby.



(b) Officer’s Certificate. The Administrative Agent shall have received a certificate
of the President, a Vice President or a Financial Officer of the Borrower dated as of the date of
each Funding, as the case may be, certifying (i) that no Dividend Suspension Period shall have
occurred and be continuing as of such date, (ii) that the proceeds of the 2006 Incremental Loans
will fund a 2006 Senior Unsecured Notes Redemption and, to the extent permitted under the Senior
Unsecured Debt Documents, related costs and expenses (including costs and expenses relating to the
2006 Incremental Loans) and (iii) the purchase price paid by the Borrower for such redemption.



(c) Execution of Counterparts. The Administrative Agent shall have received
counterparts of (i) this Consent and Amendment No. 2 executed by (A) the Borrower, (B) the Parent,
(C) the Administrative Agent, and (D) each 2006 Incremental Loan Lender, and (ii) the guarantor and
grantor consent attached hereto (the “Consent”) executed by each Guarantor.



(d) Payment of Fees and Expenses. The Borrower shall have paid all fees agreed to
between the Co-Arrangers and the Borrower and, to the extent invoiced, all reasonable out-of-pocket
expenses incurred by the Agents, including the reasonable fees, charges and disbursements of
Shearman & Sterling LLP as counsel for the Agents, in connection with this Consent and Amendment
No. 2 and for all services related to the Credit Agreement from and after the Closing Date
thereunder.



(e) Closing Date. Each of the Fundings shall have occurred no later than March 17,
2006.



(f) Borrowing Request. The Administrative Agent shall have received a Borrowing
Request related to each 2006 Incremental Loan.



(g) Funding. The 2006 Incremental Loans requested in any Funding shall not exceed (a)
the purchase price of the Senior Unsecured Notes purchased and redeemed with such funds plus, to
the extent permitted under the Senior Unsecured Debt Documents, fees, premiums and expenses related
thereto and to the 2006 Incremental Loans, as certified by the Borrower to the Administrative
Agent, or (b) the 2006 Incremental Loan Commitments remaining after all prior Fundings have
occurred.



(B) Section (1) and Sections 3(a), (c), (d), (e), (f)(i), (g) and (h) of this Consent and
Amendment No. 2 shall become effective on the date that each of the conditions set forth in Section
4(A)(a), (c) and (d) have been satisfied and the Administrative Agent shall have received
counterparts of this Consent and Amendment No. 2 duly executed by the Required Lenders.



(C) Section 3(b) and Section 3(f)(ii) of this Consent and Amendment No. 2 shall become
effective on the date that each of the conditions set forth in Section 4(A)(a), (c) and (d) have
been satisfied and the Administrative Agent shall have received counterparts of this Consent and
Amendment No. 2 duly executed by the Term Lenders.



SECTION 5. Representations and Warranties. The Borrower and Parent represent and
warrant as follows:



(a) The representations and warranties of each Loan Party set forth in the Loan Documents are
true and correct in all material respects on and as of the date hereof and shall be true and
correct in all material respects on the date of the 2006 Incremental Loans (except to the extent
that such representations and warranties specifically refer to an earlier date, in which case they
shall be true and correct in all material respects as of such earlier date).



(b) As of the date hereof, and at the time of and immediately after giving effect to the 2006
Incremental Loans, no Default shall have occurred and be continuing.



(c) As of the date hereof, and on the date of the 2006 Incremental Loans, no Dividend
Suspension Period has occurred or is continuing.



SECTION 6. Governing Law. This Consent and Amendment No. 2 shall be governed by, and
construed in accordance with, the laws of the State of New York.



SECTION 7. Execution in Counterparts. This Consent and Amendment No. 2 may be
executed in any number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement. Delivery of an executed counterpart of this Consent
and Amendment No. 2 by telecopier or in PDF format via electronic mail shall be effective as
delivery of an original executed counterpart of this Consent and Amendment No. 2.



SECTION 8. Continuing Effectiveness. Except as modified by this Consent and
Amendment No. 2, the Credit Agreement shall remain in full force and effect and is hereby ratified
and confirmed in all respects, and after the Effective Date all references in the Credit Agreement
and the other Loan Documents to the “Agreement” or the “Credit Agreement”, as applicable, shall
refer to the Credit Agreement as modified hereby, and this Consent and Amendment No. 2 shall be a
Loan Document for all purposes.



SECTION 9. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS CONSENT AND AMENDMENT NO. 2, ANY OTHER
LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS CONSENT AND AMENDMENT NO. 2 BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



2




IN WITNESS WHEREOF, the parties hereto have caused this Consent and Amendment No. 2 to
be executed by their officers thereunto duly authorized as of the date specified thereon.



ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC., as Borrower



	 	 	 
	By:

	 	/s/ David Wilson
	 

	 	 
	Name:

Title:

	 	David Wilson

Senior Vice President and

Chief Financial Officer







	 	 	ALASKA COMMUNICATIONS SYSTEMS GROUP, INC., as
Parent





	 	 	 	 	 	 	 
	
 
	 	 	 	By:
	 	/s/ David Wilson
	
 
	 	 	 	 
	 	 
	
 
	 	 	 	Name:

Title:
	 	David Wilson

Senior Vice President and

Chief Financial Officer
	 
	 	 	 	 	 	 






3




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Accepted this 22nd

day of February, 2006

CANADIAN IMPERIAL BANK

OF COMMERCE, acting through

	 	







	 	







	 	







	 
	 	 	 	 	 	 
	its New York Agency, as Administrative Agent
	 	 	 	 
	 
	 	 	 	 	 	 
	By    /s/Gerald Girardi

	 	

	 	

	 	

	 
	 	 	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Name:

Title:

	 	Gerald Girardi

Canadian Imperial Bank of Commerce

Authorized Signatory
	 	





	 	





	 
	 	 	 	 	 	 






4




Effective Date (if other than date of acceptance by Administrative Agent):



February 22, 2006



	 	 	 
	CIBC, INC., as a 2006 Incremental Loan Lender

	 
	 	 
	By

	 	    /s/Gerald Girardi
	
 
	 	 
	Name:

Title:

	 	Gerald Girardi

Authorized Signatory

CIBC, Inc.











5




	 	 	Agreed as of the date first above written:





	 	 	 
	CIBC, INC., as a Lender

By

	 	

    /s/Gerald Girardi
	
 
	 	 
	Name:

Title:

	 	Gerald Girardi

Authorized Signatory

CIBC, Inc






6




Agreed as of the date first above written:



	 	 	 
	BLUE SQUARE LIMITED FUNDING SERIES 3, as a Lender

	 
	 	 
	By

	 	    /s/Deborah O’Keeffe
	
 
	 	 
	Name:

Title:

	 	Deborah O’Keeffe

Vice President






7




Agreed as of the date first above written:




WIND RIVER CLO II — TATE INVESTORS, LTD.




By McDonnell Investment Management, LLC, as
Manager



	 	 	 
	By

	 	    /s/Kathleen A. Zam
	
 
	 	 
	Name:

Title:

	 	Kathleen A. Zam

Vice President






8




Agreed as of the date first above written:




WIND RIVER CLO I LTD.




By McDonnell Investment Management, LLC, as
Manager



	 	 	 
	By

	 	    /s/Kathleen A. Zam
	
 
	 	 
	Name:

Title:

	 	Kathleen A. Zam

Vice President






9




Agreed as of the date first above written:



	 	 	 
	Landmark CDO Limited

	 	

	 
	 	 
	By Aladdin Capital Management, LLC, as Manager, as a Lender

	 
	 	 
	By

	 	    /s/John J. D’Angelo
	
 
	 	 
	Name:

Title:

	 	John J. D’Angelo

Authorized Signatory






10




Agreed as of the date first above written:



	 	 	 
	Landmark II CDO Limited

	 	

	 
	 	 
	By Aladdin Capital Management, LLC, as Manager, as a Lender

	 
	 	 
	By

	 	    /s/John J. D’Angelo
	
 
	 	 
	Name:

Title:

	 	John J. D’Angelo

Authorized Signatory






11




Agreed as of the date first above written:



	 	 	 
	Landmark III CDO Limited

	 	

	 
	 	 
	By Aladdin Capital Management, LLC, as Manager, as a Lender

	 
	 	 
	By

	 	    /s/John J. D’Angelo
	
 
	 	 
	Name:

Title:

	 	John J. D’Angelo

Authorized Signatory






12




Agreed as of the date first above written:



	 	 	 
	Landmark IV CDO Limited

	 	

	 
	 	 
	By Aladdin Capital Management, LLC, as Manager, as a Lender

	 
	 	 
	By

	 	    /s/John J. D’Angelo
	
 
	 	 
	Name:

Title:

	 	John J. D’Angelo

Authorized Signatory






13




Agreed as of the date first above written:



	 	 	 
	Landmark V CDO Limited

	 	

	 
	 	 
	By Aladdin Capital Management, LLC, as Manager, as a Lender

	 
	 	 
	By

	 	    /s/John J. D’Angelo
	
 
	 	 
	Name:

Title:

	 	John J. D’Angelo

Authorized Signatory






14




Agreed as of the date first above written:



	 	 	 
	Greyrock CDO LTD.

	 	

	 
	 	 
	By Aladdin Capital Management, LLC, as Manager, as a Lender

	 
	 	 
	By

	 	    /s/John J. D’Angelo
	
 
	 	 
	Name:

Title:

	 	John J. D’Angelo

Authorized Signatory






	 	 	 
	Agreed as of the date first above written:
	Arabesque Trust, as a Lender
	By:     /s/John J. D'Angelo
	Name: John J. D'Angelo
	Title: Authorized Signatory





	 	 	 
	Agreed as of the date first above written:
	ULT CBNA Loan Funding LLC, for itself or
	as agent for ULT CFPI Loan Funding LLC, as a Lender
	By:	 	    /s/Mikus N. Kins
	Name:	 	MIKUS N. KINS
	Title:	 	Attorney-in-fact





	 	 	 
	Agreed as of the date first above written:
	WB Loan Funding 1, LLC, as a Lender
	By:	 	 	/s/Diana M. Himes
	Name:	 	 	 	 	Diana M. Himes
	Title:	 	 	 	 	Associate





	 	 	 
	Agreed as of the date first above written:
	XL Re Ltd.
	By:	 	Stanfield Capital Partners LLC
	as its Collateral Manager, as a Lender
	By:	/s/Christopher E. Jansen
	Name:	Christopher E. Jansen
	Title:	Managing Partner





	 	 	 
	Agreed as of the date first above written:
	EAGLE LOAN TRUST
	By:	 	Stanfield Capital Partners, LLC
	as its Collateral Manager, as a Lender
	By:	/s/Christopher E. Jansen
	Name:	Christopher E. Jansen
	Title:	Managing Partner





	 	 	 
	Agreed as of the date first above written:
	Stanfield Vantage CLO, Ltd
	By:	 	Stanfield Capital Partners, LLC
	as its Asset Manager, as a Lender
	By:	/s/Christopher E. Jansen
	Name:	Christopher E. Jansen
	Title:	Managing Partner





	 	 	 
	Agreed as of the date first above written:
	Windsor Loan Funding, Limited
	By: Stanfield Capital Partners LLC
	as its Investment Manager, as a 2006 Incremental Loan Lender
	By:	 	 	/s/Christopher E. Jansen
	Name:	 	 	 	 	Christopher E. Jansen
	Title:	 	 	 	 	Managing Partner





	 	 	 
	Agreed as of the date first above written:
	AVENUE CLO II, Ltd., as a Lender
	By:	 	 	/s/Richard D'Addario
	Name:	 	 	 	 	Richard D'Addario
	Title:	 	 	 	 	Senior Portfolio Manager





	 	 	 
	Agreed as of the date first above written:
	AVENUE CLO FUND, Ltd., as a Lender
	By:	 	 	/s/Richard D'Addario
	Name:	 	 	 	 	Richard D'Addario
	Title:	 	 	 	 	Senior Portfolio Manager





	 	 	 
	Agreed as of the date first above written:
	PUTNAM VARIABLE TRUST – PVT HIGH YIELD FUND, as a Lender
	/s/Beth Mazor
	By:Beth Mazor
	Title: V.P.





	 	 	 
	Agreed as of the date first above written:
	PUTNAM HIGH YIELD ADVANTAGE FUND, as a Lender
	/s/Beth Mazor
	By:Beth Mazor
	Title: V.P.





	 	 	 
	Agreed as of the date first above written:
	Pioneer Floating Rate Trust, as a Lender
	By:/s/Joe Dougherty
	Name: Joe Dougherty
	Title: Portfolio Manager





	 	 	 
	Agreed as of the date first above written:
	Highland Floating Rate LLC, as a Lender
	By:/s/Joe Dougherty
	Name: Joe Dougherty
	Title: Senior Vice President





	 	 	 
	Agreed as of the date first above written:
	Jasper CLO, Ltd.
	By:	 	Highland Capital Management, L.P., As Collateral Manager
	By:	 	Strand Advisors, Inc., Its General Partner, as a Lender
	By:/s/Chad Schramek
	Name:	Chad Schramek, Assistant Treasurer
	Title:	Strand Advisors, Inc., General Partner of






	 	 	Highland Capital Management, L.P.





	 	 	 
	Agreed as of the date first above written:

	 	

	Jasper CLO, Ltd.

	 	

	 
	 	 
	By: Highland Capital Management, L.P., As Collateral Manager

	By: Strand Advisors, Inc., Its General Partner, as a 2006 Incremental Loan Lender

	By:/s/Chad Schramek

	 	

	 
	 	 
	 

	 
	 	 
	Name:

Title:

	 	Chad Schramek, Assistant Treasurer

Strand Advisors, Inc., General Partner of







	 	 	Highland Capital Management, L.P.





	 	 	 
	Agreed as of the date first above written:

	 
	 	 
	Loan Star State Trust

	 	

	 
	 	 
	By:Highland Capital Management, L.P., As Collateral Manager

	By:Strand Advisors, Inc., Its Investment Advisor, as a Lender

	By:/s/Chad Schramek

	 	

	 
	 	 
	 

	 
	 	 
	Name:

Title:

	 	Chad Schramek, Assistant Treasurer

Strand Advisors, Inc., General Partner of







	 	 	Highland Capital Management, L.P.





	 	 	 
	Agreed as of the date first above written:

	 
	 	 
	ELF Funding Trust I

	 	

	 
	 	 
	By:Highland Capital Management, L.P., As Collateral Manager

	By:Strand Advisors, Inc., Its General Partner, as a Lender

	By:/s/Chad Schramek

	 	

	 
	 	 
	 

	 
	 	 
	Name:

Title:

	 	Chad Schramek, Assistant Treasurer

Strand Advisors, Inc., General Partner of







	 	 	Highland Capital Management, L.P.





	 	 	 
	Agreed as of the date first above written:

	 
	 	 
	Highland Offshore Partners, L.P.

	 	

	 
	 	 
	By:Highland Capital Management, L.P., As Collateral Manager

	By:Strand Advisors, Inc., Its General Partner, as a Lender

	By:/s/Chad Schramek

	 	

	 
	 	 
	 

	 
	 	 
	Name:

Title:

	 	Chad Schramek, Assistant Treasurer

Strand Advisors, Inc., General Partner of







	 	 	Highland Capital Management, L.P.





	 	 	 
	Agreed as of the date first above written:

	 
	 	 
	Southfork CLO, Ltd.

	 	

	 
	 	 
	By:Highland Capital Management, L.P., As Collateral Manager

	By:Strand Advisors, Inc., Its General Partner, as a Lender

	By:/s/Chad Schramek

	 	

	 
	 	 
	 

	 
	 	 
	Name:

Title:

	 	Chad Schramek, Assistant Treasurer

Strand Advisors, Inc., General Partner of







	 	 	Highland Capital Management, L.P.





	 	 	 
	Agreed as of the date first above written:

	 
	 	 
	DEUTSCHE BANK AG LONDON, as a 2006 Incremental Loan Lender

	 
	 	 
	By:

	 	/s/David Williams
	
 
	 	 
	Name:

Title:

By:

	 	DAVID WILLIAMS

ASSOCIATE

/s/Pamela Manisler
	
 
	 	 
	Name:

Title:

	 	PAMELA MANISLER

VICE PRESIDENT






	 	 	 
	Agreed as of the date first above written:
	DEUTSCHE BANK AG LONDON, as a Lender
	By:	 	 	 	 	/s/David Williams
	Name:	 	 	DAVID WILLIAMS
	Title:	 	 	ASSOCIATE
	By:	 	 	/s/Pamela Manisler
	Name:	 	 	 	 	PAMELA MANISLER
	Title:	 	 	 	 	VICE PRESIDENT





	 	 	 
	Agreed as of the date first above written:
	Wachovia Bank, National Association, as a 2006 Incremental Loan Lender
	By:/s/Jeffrey M. Graci
	Name: Jeffrey M. Graci
	Title: Managing Director





	 	 	 
	Required Lenders
	Agreed as of the date first above written:
	SENIOR DEBT PORTFOLIO
	By: Boston Management and Research





	 	 	 
	as Investment Advisor

By:/s/Michael B. Bothof

	 	



	 

	Name:

Title:

	 	Michael B. Bothof

Vice President






	 	 	 
	 	 	Required Lenders	 
	 	 	Agreed as of the date first above written:	 
	 	 	EATON VANCE SENIOR INCOME TRUST	 	 	 
	 	 	BY:	 	 	EATON VANCE MANAGEMENT





	 	 	 
	AS INVESTMENT ADVISOR

By:/s/Michael B. Bothof

	 	



	 

	Name:

Title:

	 	Michael B. Bothof

Vice President






	 	 	 
	Required Lenders
	Agreed as of the date first above written:
	EATON VANCE INSTITUTIONAL SENIOR LOAN [illegible]
	BY:	 	EATON VANCE MANAGEMENT





	 	 	 
	AS INVESTMENT ADVISOR

By:/s/Michael B. Bothof

	 	



	 

	Name:

Title:

	 	Michael B. Bothof

Vice President






	 	 	 
	 	 	Required Lenders	 
	 	 	Agreed as of the date first above written:	 
	 	 	EATON VANCE CDO III, LTD.	 	 	 
	 	 	BY:	 	 	EATON VANCE MANAGEMENT





	 	 	 
	AS INVESTMENT ADVISOR

By:/s/Michael B. Bothof

	 	



	 

	Name:

Title:

	 	Michael B. Bothof

Vice President






	 	 	 
	 	 	Required Lenders	 
	 	 	Agreed as of the date first above written:	 
	 	 	EATON VANCE CDO VI, LTD.	 	 	 
	 	 	BY:	 	 	EATON VANCE MANAGEMENT





	 	 	 
	AS INVESTMENT ADVISOR

By:/s/Michael B. Bothof

	 	



	 

	Name:

Title:

	 	Michael B. Bothof

Vice President






	 	 	 
	 	 	Required Lenders	 
	 	 	Agreed as of the date first above written:	 
	 	 	Eaton Vance CDO VII, PLC	 	 	 
	 	 	BY:	 	 	Eaton Vance Management





	 	 	 
	as Interim Investment Advisor

	 
	 	 
	By:/s/Michael B. Bothof

	 	

	 

	Name:

Title:

	 	Michael B. Bothof

Vice President






	 	 	 
	 	 	Required Lenders	 
	 	 	Agreed as of the date first above written:	 
	 	 	Eaton Vance CDO VIII, Ltd.	 	 	 
	 	 	BY:	 	 	Eaton Vance Management





	 	 	 
	as Investment Advisor

By:/s/Michael B. Bothof

	 	



	 

	Name:

Title:

	 	Michael B. Bothof

Vice President






	 	 	 
	Required Lenders
	Agreed as of the date first above written:
	GRAYSON & CO
	BY: BOSTON MANAGEMENT AND RESEARCH





	 	 	 
	AS INVESTMENT ADVISOR

By:/s/Michael B. Bothof

	 	



	 

	Name:

Title:

	 	Michael B. Bothof

Vice President






	 	 	 
	Required Lenders
	Agreed as of the date first above written:
	THE NORINCHUKIN BANK, NEW YORK BRANCH,
	through State Street Bank and Trust Company N.A. as
	Fiduciary Custodian
	BY:Eaton Vance Management, Attorney-in-fact
	By:/s/Michael B. Bothof
	Name:	 	Michael B. Bothof
	Title:	 	Vice President





	 	 	 
	 	 	Required Lenders	 
	 	 	Agreed as of the date first above written:	 
	 	 	BIG SKY III SENIOR LOAN TRUST	 	 	 
	 	 	BY:	 	 	EATON VANCE MANAGEMENT





	 	 	 
	AS INVESTMENT ADVISOR

By:/s/Michael B. Bothof

	 	



	 

	Name:

Title:

	 	Michael B. Bothof

Vice President






	 	 	 
	 	 	Required Lenders	 
	 	 	Agreed as of the date first above written:	 
	 	 	EATON VANCE	 	 	 
	 	 	VT FLOATING-RATE INCOME FUND	 	 	 
	 	 	BY:	 	 	EATON VANCE MANAGEMENT





	 	 	 
	AS INVESTMENT ADVISOR

By:/s/Michael B. Bothof

	 	



	 

	Name:

Title:

	 	Michael B. Bothof

Vice President






	 	 	 
	 	 	Required Lenders	 
	 	 	Agreed as of the date first above written:	 
	 	 	EATON VANCE	 	 	 
	 	 	LIMITED DURATION INCOME FUND	 	 	 
	 	 	BY:	 	 	EATON VANCE MANAGEMENT





	 	 	 
	AS INVESTMENT ADVISOR

By:/s/Michael B. Bothof

	 	



	 

	Name:

Title:

	 	Michael B. Bothof

Vice President






	 	 	 
	 	 	Required Lenders	 
	 	 	Agreed as of the date first above written:	 
	 	 	TOLLI & CO.	 	 	 
	 	 	BY:	 	 	EATON VANCE MANAGEMENT





	 	 	 
	AS INVESTMENT ADVISOR

By:/s/Michael B. Bothof

	 	



	 

	Name:

Title:

	 	Michael B. Bothof

Vice President






	 	 	 
	 	 	Required Lenders	 
	 	 	Agreed as of the date first above written:	 
	 	 	EATON VANCE SENIOR	 	 	 
	 	 	FLOATING-RATE TRUST	 	 	 
	 	 	BY:	 	 	EATON VANCE MANAGEMENT





	 	 	 
	AS INVESTMENT ADVISOR

By:/s/Michael B. Bothof

	 	



	 

	Name:

Title:

	 	Michael B. Bothof

Vice President






	 	 	 
	 	 	Required Lenders	 
	 	 	Agreed as of the date first above written:	 
	 	 	EATON VANCE FLOATING-RATE	 	 	 
	 	 	INCOME TRUST	 	 	 
	 	 	BY:	 	 	EATON VANCE MANAGEMENT





	 	 	 
	AS INVESTMENT ADVISOR

By:/s/Michael B. Bothof

	 	



	 

	Name:

Title:

	 	Michael B. Bothof

Vice President






	 	 	 
	 	 	Required Lenders	 
	 	 	Agreed as of the date first above written:	 
	 	 	EATON VANCE SHORT DURATION	 	 	 
	 	 	DIVERSIFIED INCOME FUND	 	 	 
	 	 	BY:	 	 	EATON VANCE MANAGEMENT





	 	 	 
	AS INVESTMENT ADVISOR

By:/s/Michael B. Bothof

	 	



	 

	Name:

Title:

	 	Michael B. Bothof

Vice President






	 	 	 
	 	 	Required Lenders	 
	 	 	Agreed as of the date first above written:	 
	 	 	Eaton Vance Variable	 	 	 
	 	 	Leverage Fund Ltd.	 	 	 
	 	 	BY:	 	 	Eaton Vance Management





	 	 	 
	As Investment Advisor

By:/s/Michael B. Bothof

	 	



	 

	Name:

Title:

	 	Michael B. Bothof

Vice President






	 	 	 
	Agreed as of the date first above written:
	The Hartford Mutual Funds, Inc.
	,on behalf of the Hartford Floating
	Rate Fund by Hartford Investment
	Management Company, its sub-advisor, as a 2006 Incremental Loan Lender
	By:/s/Elisabeth V. Piker
	Name: Elisabeth V. Piker
	Title: Vice President





	 	 	 
	Agreed as of the date first above written:
	Trimaran CLO IV Ltd.
	By Trimaran Advisors, L.L.C., as a Lender
	By:/s/David M. Millison
	Name: David M. Millison
	Title: Managing Director





	 	 	 
	Agreed as of the date first above written:
	BANK OF MONTREAL, as a Lender
	By: HIM Monegy, Inc. as Agent
	By:/s/Greg Walker
	Name: Greg Walker
	Title: Vice-President, HIM Monegy, Inc.





	 	 	 
	 	 	Required Lenders	 
	 	 	Agreed as of the date first above written:	 
	 	 	Bushnell CBNA Loan Funding LLC, for	 
	 	 	itself or as agent for Bushnell CFPI Loan	 
	 	 	Funding LLC.	 
	 	 	By:/s/Mikus N. Kins	 
	 	 	Name:	 	 	MIKUS N. KINS
	 	 	Title:	 	 	Attorney-in-fact





	 	 	 
	 	 	Required Lenders	 
	 	 	Agreed as of the date first above written:	 
	 	 	Stedman CBNA Loan Funding LLC, for itself or	 
	 	 	as agent for Stedman CFPI Loan Funding LLC.	 
	 	 	By:/s/Mikus N. Kins	 
	 	 	Name:	 	 	MIKUS N. KINS
	 	 	Title:	 	 	Attorney-in-fact





15




Agreed as of the date first above written:



Fidelity Central Investment Portfolios LLC: Fidelity Floating Rate Central Investment Portfolio,
as a Lender



	 	 	 
	By:/s/John H. Costello

	 	

	 

	Name:

Title:

	 	John H. Costello

Assistant Treasurer






	 	 	 
	Agreed as of the date first above written:
	Fidelity Advisor Seris II:	 	Fidelity Advisor Floating Rate High Income Fund, as a Lender
	By:/s/John H. Costello
	Name:	 	John H. Costello
	Title:	 	Assistant Treasurer





16




Agreed as of the date first above written:



Ballyrock CLO III Limited By: Ballyrock Investment Advisors LLC, as Collateral Manager, as a
Lender



	 	 	 
	By:/s/Lisa Rymut

	 	

	 

	Name:

Title:

	 	Lisa Rymut

Assistant Treasurer






	 	 	 
	Agreed as of the date first above written:
	LL DOUBLE EAGLE FUNDING LLC, as a Lender
	By:/s/M. Cristina Higgins
	Name: M. Cristina Higgins
	Title: Authorized Agent





	 	 	 
	Agreed as of the date first above written:
	SCOTIABANK (IRELAND) LIMITED, as a 2006 Incremental Loan Lender
	By:/s/Neam Ahmed
	Name: NEAM AHMED
	Title: AUTHORIZED SIGNATORY





	 	 	 
	Agreed as of the date first above written:
	SCOTIABANK (IRELAND) LIMITED, as a Lender
	By:/s/Neam Ahmed
	Name: NEAM AHMED
	Title: AUTHORIZED SIGNATORY





	 	 	 
	Agreed as of the date first above written:
	Centurion CDO II, Ltd.
	By:	 	RiverSource Investments, LLC as
	Collateral Manager, as a Lender
	By:/s/Vincent P. Pham
	Name:	Vincent P. Pham
	Title:	Director - Operations





	 	 	 
	Agreed as of the date first above written:
	Centurion CDO II, Ltd.
	By:	 	RiverSource Investments, LLC as
	Collateral Manager, as a 2006 Incremental Loan Lender
	By:/s/Vincent P. Pham
	Name:	Vincent P. Pham
	Title:	Director - Operations





	 	 	 
	Agreed as of the date first above written:
	Centurion CDO III, Limited
	By:	 	RiverSource Investments, LLC as
	Collateral Manager, as a Lender
	By:/s/Vincent P. Pham
	Name:	Vincent P. Pham
	Title:	Director - Operations





	 	 	 
	Agreed as of the date first above written:
	Centurion CDO III, Limited
	By:	 	RiverSource Investments, LLC as
	Collateral Manager, as a 2006 Incremental Loan Lender
	By:/s/Vincent P. Pham
	Name:	Vincent P. Pham
	Title:	Director - Operations





	 	 	 
	Agreed as of the date first above written:
	Sequils-Centurion V, Ltd.
	By:	 	RiverSource Investments, LLC as
	Collateral Manager, as a Lender
	By:/s/Vincent P. Pham
	Name:	Vincent P. Pham
	Title:	Director - Operations





	 	 	 
	Agreed as of the date first above written:
	Sequils-Centurion V, Ltd.
	By:	 	RiverSource Investments, LLC as
	Collateral Manager, as a 2006 Incremental Loan Lender
	By:/s/Vincent P. Pham
	Name:	Vincent P. Pham
	Title:	Director - Operations





	 	 	 
	Agreed as of the date first above written:
	Centurion CDO VI, Ltd.
	By:	 	RiverSource Investments, LLC as
	Collateral Manager, as a Lender
	By:/s/Vincent P. Pham
	Name:	Vincent P. Pham
	Title:	Director - Operations





	 	 	 
	Agreed as of the date first above written:
	Centurion CDO VI, Ltd.
	By:	 	RiverSource Investments, LLC as
	Collateral Manager, as a 2006 Incremental Loan Lender
	By:/s/Vincent P. Pham
	Name:	Vincent P. Pham
	Title:	Director - Operations





	 	 	 
	Agreed as of the date first above written:
	Centurion CDO VII, Ltd.
	By:	 	RiverSource Investments, LLC as
	Collateral Manager, as a Lender
	By:/s/Vincent P. Pham
	Name:	Vincent P. Pham
	Title:	Director - Operations





	 	 	 
	Agreed as of the date first above written:
	Centurion CDO VII, Ltd.
	By:	 	RiverSource Investments, LLC as
	Collateral Manager, as a 2006 Incremental Loan Lender
	By:/s/Vincent P. Pham
	Name:	Vincent P. Pham
	Title:	Director - Operations





	 	 	 
	Agreed as of the date first above written:
	Centurion CDO 8, Limited
	By:	 	RiverSource Investments, LLC as
	Collateral Manager, as a Lender
	By:/s/Vincent P. Pham
	Name:	Vincent P. Pham
	Title:	Director - Operations





	 	 	 
	Agreed as of the date first above written:
	Centurion CDO 8, Limited
	By:	 	RiverSource Investments, LLC as
	Collateral Manager, as a 2006 Incremental Loan Lender
	By:/s/Vincent P. Pham
	Name:	Vincent P. Pham
	Title:	Director - Operations





	 	 	 
	Agreed as of the date first above written:
	Centurion CDO 9, Limited
	By:	 	RiverSource Investments, LLC as
	Collateral Manager, as a Lender
	By:/s/Vincent P. Pham
	Name:	Vincent P. Pham
	Title:	Director - Operations





	 	 	 
	Agreed as of the date first above written:
	Centurion CDO 9, Limited
	By:	 	RiverSource Investments, LLC as
	Collateral Manager, as a 2006 Incremental Loan Lender
	By:/s/Vincent P. Pham
	Name:	Vincent P. Pham
	Title:	Director - Operations





	 	 	 
	Agreed as of the date first above written:
	Cent CDO 10 Limited
	By:	 	RiverSource Investments, LLC as
	Collateral Manager, as a Lender
	By:/s/Vincent P. Pham
	Name:	Vincent P. Pham
	Title:	Director - Operations





	 	 	 
	Agreed as of the date first above written:
	Cent CDO 10 Limited
	By:	 	RiverSource Investments, LLC as
	Collateral Manager, as a 2006 Incremental Loan Lender
	By:/s/Vincent P. Pham
	Name:	Vincent P. Pham
	Title:	Director - Operations





	 	 	 
	Agreed as of the date first above written:
	Cent CDO XI, Limited
	By:	 	RiverSource Investments, LLC as
	Collateral Manager, as a Lender
	By:/s/Vincent P. Pham
	Name:	Vincent P. Pham
	Title:	Director - Operations





	 	 	 
	Agreed as of the date first above written:
	Cent CDO XI, Limited
	By:	 	RiverSource Investments, LLC as
	Collateral Manager, as a 2006 Incremental Loan Lender
	By:/s/Vincent P. Pham
	Name:	Vincent P. Pham
	Title:	Director - Operations





	 	 	 
	Agreed as of the date first above written:
	Ameriprise Certificate Company
	By:	 	RiverSource Investments, LLC as
	Collateral Manager, as a Lender
	By:/s/Vincent P. Pham
	Name:	Vincent P. Pham
	Title:	Director - Operations





	 	 	 
	Agreed as of the date first above written:
	Ameriprise Certificate Company
	By:	 	RiverSource Investments, LLC as
	Collateral Manager, as a 2006 Incremental Loan Lender
	By:/s/Vincent P. Pham
	Name:	Vincent P. Pham
	Title:	Director - Operations





	 	 	 
	Agreed as of the date first above written:
	IDS Life Insurance Company
	By:	 	RiverSource Investments, LLC as
	Collateral Manager, as a Lender
	By:/s/Vincent P. Pham
	Name:	Vincent P. Pham
	Title:	Director - Operations





	 	 	 
	Agreed as of the date first above written:
	IDS Life Insurance Company
	By:	 	RiverSource Investments, LLC as
	Collateral Manager, as a 2006 Incremental Loan Lender
	By:/s/Vincent P. Pham
	Name:	Vincent P. Pham
	Title:	Director - Operations





	 	 	 
	Agreed as of the date first above written:
	Ocean Trust
	By:	 	RiverSource Investments, LLC as
	Collateral Manager, as a Lender
	By:/s/Vincent P. Pham
	Name:	Vincent P. Pham
	Title:	Director - Operations





	 	 	 
	Agreed as of the date first above written:
	Ocean Trust
	By:	 	RiverSource Investments, LLC as
	Collateral Manager, as a 2006 Incremental Loan Lender
	By:/s/Vincent P. Pham
	Name:	Vincent P. Pham
	Title:	Director - Operations





	 	 	 
	Agreed as of the date first above written:
	BALLANTYNE FUNDING LLC, as a Lender
	By:/s/M. Cristina Higgins
	Name: M. Cristina Higgins
	Title: Authorized Agent





	 	 	 
	Agreed as of the date first above written:
	BLACK DIAMOND CLO 2005-1 LTD.
	By:	 	Black Diamond Capital Management, L.L.C.
	as its Collateral Manager, as a Lender
	By:/s/James J. Zenni, Jr.
	Name:	James J. Zenni, Jr.
	Title:	President & Managing Partner






	 	 	Black Diamond Capital Management, L.L.C.





	 	 	 
	Agreed as of the date first above written:

	 
	 	 
	BLACK DIAMOND CLO 2005-1 LTD.

	 	

	 
	 	 
	By: Black Diamond Capital Management, L.L.C.

	 
	 	 
	as its Collateral Manager, as a 2006 Incremental Loan Lender

	 
	 	 
	By:/s/James J. Zenni, Jr.

	 	

	 

	Name:

Title:

	 	James J. Zenni, Jr.

President & Managing Partner







	 	 	Black Diamond Capital Management, L.L.C.





	 	 	 
	Agreed as of the date first above written:

	 
	 	 
	The Sumitomo Trust and Banking Co., Ltd., New York Branch, as a Lender

	 
	 	 
	By:/s/Elizabeth A. Quirk

	 	

	 

	Name:

Title:

	 	ELIZABETH A. QUIRK

VICE PRESIDENT






	 	 	 
	Agreed as of the date first above written:
	Flagship CLO 2001-1
	by Flagship Capital Management, Inc.
	By:	 	/s/Eric S. Meyer
	Name:	 	Eric S. Meyer
	Title:	 	Director





	 	 	 
	Agreed as of the date first above written:
	Flagship CLO II
	by Flagship Capital Management, Inc.
	By:	 	/s/Eric S. Meyer
	Name:	 	Eric S. Meyer
	Title:	 	Director





	 	 	 
	Agreed as of the date first above written:
	Flagship CLO III
	by Flagship Capital Management, Inc.
	By:	 	/s/Eric S. Meyer
	Name:	 	Eric S. Meyer
	Title:	 	Director





	 	 	 
	Agreed as of the date first above written:
	Flagship CLO IV
	by Flagship Capital Management, Inc.
	By:	 	/s/Eric S. Meyer
	Name:	 	Eric S. Meyer
	Title:	 	Director





	 	 	 
	Agreed as of the date first above written:
	Aurum CLO 2002-1 Ltd.,
	by Flagship Capital Management, Inc.
	as Sub-Advisor
	By:	 	/s/Eric S. Meyer
	Name:	 	Eric S. Meyer
	Title:	 	Director





	 	 	 
	Agreed as of the date first above written:
	BABSON CLO LTD. 2004-II
	BABSON CLO LTD. 2005-I
	BABSON CLO LTD. 2005-II, as Lenders
	By:	 	Babson Capital Management LLC as Collateral
	Manager
	By:/s/ [illegible]
	Name: [illegible]
	Title:





	 	 	 
	Agreed as of the date first above written:
	KALDI FUNDING LLC, as a Lender
	By:/s/M. Cristina Higgins
	Name: M. Cristina Higgins
	Title: Authorized Agent





	 	 	 
	Agreed as of the date first above written:
	Citigroup Investments Corporate Loan Fund Inc.
	By:	 	Citigroup Alternative Investments LLC, as a 2006 Incremental Loan Lender
	By:/s/Roger Yee
	Name: Roger Yee
	Title: Vice President





	 	 	 
	Agreed as of the date first above written:
	Citigroup Investments Corporate Loan Fund Inc.
	By:	 	Citigroup Alternative Investments LLC, as a Lender
	By:/s/Roger Yee
	Name: Roger Yee
	Title: Vice President





	 	 	 
	Agreed as of the date first above written:
	Bank of America, N.A., as a Lender
	By:/s/Kip Davis
	Name: Kip Davis
	Title: Sr. Vice President





	 	 	 
	 	 	Required Lenders	 
	 	 	Agreed as of the date first above written:	 
	 	 	UBS AG, Stamford Branch	 
	 	 	By:/s/Irja R. Otsa	 
	 	 	Name:	 	 	Irja R. Otsa
	 	 	Title:	 	 	Associate Director





	 	 	 
	 	 	Banking Products
	 	 	Services, US
	 	 	By:/s/[illegible]
	 	 	Name: [illegible]
	 	 	Title: Associate Director






	 	 	Banking Products






Services, US



	 	 	 
	Agreed as of the date first above written:

	 
	 	 
	Prospect Park CDO Ltd.

By: Blackstone Debt Advisors L.P.

As Collateral Manager, as a Lender

By:/s/Dean Criares

	 	







	 
	 	 
	 

	 
	 	 
	Name:

Title:

	 	Dean Criares

Senior Managing Director






	 	 	 
	Agreed as of the date first above written:
	Monument Park CDO Ltd.
	By:	 	Blackstone Debt Advisors L.P.
	As Collateral Manager, as a Lender
	By:/s/Dean Criares
	Name:	Dean Criares
	Title:	Senior Managing Director





	 	 	 
	Agreed as of the date first above written:
	Union Square CDO Ltd.
	By:	 	Blackstone Debt Advisors L.P.
	As Collateral Manager, as a Lender
	By:/s/Dean Criares
	Name:	Dean Criares
	Title:	Senior Managing Director





	 	 	 
	Agreed as of the date first above written:
	Hanover Square CLO Ltd.
	By:	 	Blackstone Debt Advisors L.P.
	As Collateral Manager, as a Lender
	By:/s/Dean Criares
	Name:	Dean Criares
	Title:	Senior Managing Director





	 	 	 
	Agreed as of the date first above written:
	Loan Funding VI LLC,
	for itself or as agent for
	Corporate Loan Funding VI LLC, as a 2006 Incremental Loan Lender
	By:/s/Dean Criares
	Name: Dean Criares
	Title: Senior Managing Director





	 	 	 
	Agreed as of the date first above written:
	National City Bank, as a Lender
	By:/s/Timothy J. Ambrose
	Name: Timothy J. Ambrose
	Title: Vice President





	 	 	 
	Agreed as of the date first above written:
	VELOCITY CLO, LTD.
	By:	 	TCW Advisors, Inc.,
	its Collateral Manager
	By:	 	/s/Wayne Hosang
	Name:	Wayne Hosang
	Title:	Vice President
	By:/s/Jonathan R. Insull
	Name:	Jonathan R. Insull
	Title:	Managing Director





	 	 	 
	Agreed as of the date first above written:
	CELERITY CLO LIMITED
	By:	 	TCW Advisors, Inc.,
	as Agent
	By:	 	/s/Wayne Hosang
	Name:	Wayne Hosang
	Title:	Vice President
	By:	 	/s/Jonathan R. Insull
	Name:	Jonathan R. Insull
	Title:	Managing Director





	 	 	 
	Agreed as of the date first above written:
	FIRST 2004-1 CLO, LTD.
	By:	 	TCW Advisors, Inc.,
	its Collateral Manager
	By:	 	/s/Wayne Hosang
	Name:	Wayne Hosang
	Title:	Vice President
	By:	 	/s/Jonathan R. Insull
	Name:	Jonathan R. Insull
	Title:	Managing Director





	 	 	 
	Agreed as of the date first above written:
	FIRST 2004-II CLO, LTD.
	By:	 	TCW Advisors, Inc.,
	its Collateral Manager
	By:	 	/s/Wayne Hosang
	Name:	Wayne Hosang
	Title:	Vice President
	By:	 	/s/Jonathan R. Insull
	Name:	Jonathan R. Insull
	Title:	Managing Director





	 	 	 
	Agreed as of the date first above written:
	LOAN FUNDING I LLC,
	a wholly owned subsidiary of Citibank, N.A.
	By:	 	TCW Advisors, Inc.,
	as Portfolio Manager of Loan Funding I LLC
	By:	 	/s/Wayne Hosang
	Name:	Wayne Hosang
	Title:	Vice President
	By:	 	/s/Jonathan R. Insull
	Name:	Jonathan R. Insull
	Title:	Managing Director





	 	 	 
	Agreed as of the date first above written:
	TCW SELECT LOAN FUND, LIMITED,
	By:	 	TCW Advisors, Inc., as its
	Collateral Manager
	By:	 	/s/Wayne Hosang
	Name:	Wayne Hosang
	Title:	Vice President
	By:	 	/s/Jonathan R. Insull
	Name:	Jonathan R. Insull
	Title:	Managing Director





	 	 	 
	Agreed as of the date first above written:
	ADAR Investment Fund LTD, as a 2006 Incremental Loan Lender
	Ay ADAR Investment Management LLC,
	Its Investment Manager
	By:/s/Aaron Morse
	Name: Aaron Morse
	Title: Chief Operating Officer





17




Agreed as of the date first above written:



ADAR Investment Fund LTD, as a Lender



	 	 	 
	By ADAR Investment Management LLC,

	 
	 	 
	Its Investment Manager

By

	 	

    /s/ Aaron Morse
	
 
	 	 
	Name:

Title:

	 	Aaron Morse

Chief Operating Officer






	 	 	 
	Agreed as of the date first above written:
	BlackRock Global Floating Rate Income Trust
	BlackRock Limited Duration Income Trust
	BlackRock Senior Income Series
	BlackRock Senior Income Series II
	Magnetite V CLO, Limited
	Senior Loan Portfolio
	as Lenders
	By	 	    /s/ Tom Colwell
	Name:	 	Tom Colwell
	Title:	 	Auth Sig





18




Agreed as of the date first above written:



Venture III CDO Limited, as a Lender



	 	 	 
	By its investment advisor, MJX Asset Management, LLC.

	 
	 	 
	By

	 	    /s/Atha Baugh
	
 
	 	 
	Name:

Title:

	 	Atha Baugh

Director






19




Agreed as of the date first above written:



Venture IV CDO Limited, as a Lender



	 	 	 
	By its investment advisor, MJX Asset Management, LLC.

	 
	 	 
	By

	 	    /s/ Atha Baugh
	
 
	 	 
	Name:

Title:

	 	Atha Baugh

Director






	 	 	 
	 	 	FRANKLIN FLOATING RATE	 
	 	 	 	 	 	DAILY ACCESS FUND
	 	 	Franklin Floating Rate Master Series	 
	Agreed as of the date first above written:	FRANKLIN TEMPLETON	 
	________________, as a Lender	 	LIM. DURATION INCOME TRUST	 
	By     /s/ Tyler Chan	 	FRANKLIN STRATEGIC SERIES-FRANKLIN	 
	 	 	194	 	 	STRATEGIC INCOME FUND
	Name: Tyler Chan	 	FRANKLIN STRATEGIC INCOME FUND	 
	Title: Vice President	 	 	 	 	681	(CANADA)
	Franklin CLO I, Limited	FRANKLIN TEMPLETON VARIABLE INSURANCE
	Franklin CLO II, Limited	PRODUCTS TRUST-FRANKLIN STRATEGIC
	FRANKLIN CLO IV, LIMITED	884 INCOME SECURITIES FUND
	FRANKLIN CLO V, LTD	FRANKLIN TOTAL RETURN FUND
	BLUE SHIELD OF CALIFORNIA





	 	 	 
	 	 	 	 	 	FRANKLIN FLOATING RATE	 
	 	 	 	 	 	 	 	 	DAILY ACCESS FUND
	 	 	 	 	 	Franklin Floating Rate Master Series	 
	 	 	 	 	 	 	 	 	FRANKLIN TEMPLETON
	Agreed as of the date first above written:	 	 	LIM. DURATION INCOME TRUST	 
	________________, as a 2006 Incremental Loan Lender	 	 	FRANKLIN STRATEGIC SERIES-FRANKLIN	 
	By     /s/ Tyler Chan	 	 	194 STRATEGIC INCOME FUND	 
	 	 	 	 	 	FRANKLIN STRATEGIC INCOME FUND	 
	Name: Tyler Chan	 	 	 	 	 	681 (CANADA)
	Title: Vice President	 	 	FRANKLIN TEMPLETON VARIABLE	 
	 	 	Franklin CLO I, Limited	 	 	INSURANCE PRODUCTS TRUST-FRANKLIN	 
	 	 	Franklin CLO II, Limited	 	 	STRATEGIC	 
	 	 	FRANKLIN CLO IV, LIMITED	 	 	884	 	 	INCOME SECURITIES FUND
	 	 	FRANKLIN CLO V, LTD	 	 	FRANKLIN TOTAL RETURN FUND
	 	 	BLUE SHIELD OF CALIFORNIA





	 	 	 
	Agreed as of the date first above written:
	Victoria Falls CLO, Ltd., as a Lender
	By     /s/ Mark D. Senkpiel
	Name: Mark D. Senkpiel





Title: Managing Director



	 	 	 
	Agreed as of the date first above written:

	 
	 	 
	___________________, as a 2006 Incremental Loan Lender

	 
	 	 
	By    /s/ Mark D. Senkpiel

	 	

	 
	 	 
	 

	 
	 	 
	Name:

	 	Mark D. Senkpiel






Title: Managing Director








20




	 	 	PARK AVENUE LOAN TRUST






By: TCW Advisors, Inc.,


As Agent



	 	 	 
	By    /s/ Wayne Hosang

	 	

	 
	 	 
	 

	 
	 	 
	Name:

	 	G. Wayne Hosang






Title: Vice President



	 	 	 
	By    /s/ Jonathan R. Insull

	 
	 	 
	 

	 
	 	 
	Name:

	 	Jonathan R. Insull






Title: Managing Director



21




TCW Senior Secured Floating Rate Loan Fund, L.P.



By: TCW Advisors, Inc., at its Investment Advisor



	 	 	 
	By    /s/ Wayne Hosang

	 	

	 
	 	 
	 

	 
	 	 
	Name:

	 	G. Wayne Hosang






Title: Vice President



	 	 	 
	By    /s/ Jonathan R. Insull

	 
	 	 
	 

	 
	 	 
	Name:

	 	Jonathan R. Insull






Title: Managing Director



22




TCW Senior Secured Loan Fund



By: TCW Advisors, Inc., at its Investment Advisor



	 	 	 
	By    /s/ Wayne Hosang

	 	

	 
	 	 
	 

	 
	 	 
	Name:

	 	G. Wayne Hosang






Title: Vice President



	 	 	 
	By    /s/ Jonathan R. Insull

	 
	 	 
	 

	 
	 	 
	Name:

	 	Jonathan R. Insull






Title: Managing Director



23




Agreed as of the date first above written:



	 	 	 
	Venture IV CDO Limited, as a 2006 Incremental Loan Lender

	 
	 	 
	By its investment advisor, MJX Asset Management, LLC

	 
	 	 
	By    /s/ Atha Baugh

	 	

	 
	 	 
	 

	 
	 	 
	Name:

	 	Atha Baugh






Title: Director



	 	 	 
	Agreed as of the date first above written:

	 
	 	 
	     , as a Lender

?

By:

	 	

Longhorn CDO (Cayman) LTD

Merrill Lynch Investment Managers, L.P.

as Collateral Manager






	 	 	 	 	 
	    /s/[illegible]

	 	

	 	

	 
	 	 	 	 
	 

	 
	 	 	 	 
	By: Managing Director
	 	 
	 
	 	 	 	 
	?	 	MASTER SENIOR FLOATING RATE TRUST

	 
	 	 	 	 
	By:

	 	    /s/[illegible]
	 	

	 
	 	 	 	 
	 	 	 

	 
	 	 	 	 
	
 
	 	?
	 	Floating Rate Income Strategies Fund II, Inc.
	 
	 	 	 	 
	
 
	 	By:
	 	    /s/[illegible]
	
 
	 	 	 	 
	
 
	 	?
	 	Merrill Lynch Senior Floating Rate Portfolio







	 	 	By: Merrill Lynch Investment Managers, L.P.






as Investment advisor



	 	 	 
	By:

	 	    /s/[illegible]
	
 
	 	 
	
 
	 	Longhorn CDO III, LTD.

By: Merrill Lynch Investment Managers, L.P.

as Collateral Manager
	 
	 	 
	
 
	 	By:     /s/[illegible]
	
 
	 	 











24









Agreed as of the date first above written:



JPMorgan Chase Bank, N.A., as a Lender



	 	 	 
	By:     /s/ John Kowalczuk

	 
	 	 
	 

	 
	 	 
	Name:

	 	John Kowalczuk






Title: Vice President



25




Agreed as of the date first above written:



Oppenheimer Senior Floating Rate Fund, as a Lender



	 	 	 
	By:     /s/ Lisa Chaffee

	 
	 	 
	 

	 
	 	 
	Name:

	 	Lisa Chaffee






Title: AVP



26




GUARANTOR CONSENT




CONSENT dated as of February 22, 2006 (this “Consent”), to the foregoing Consent and Amendment
No. 2 dated as of the date hereof (the “Amendment”) to the Credit Agreement dated as of February 1,
2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”; the terms defined therein, unless otherwise defined herein, being used herein
as therein defined) among ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC., as borrower (the
“Borrower”), ALASKA COMMUNICATIONS SYSTEMS GROUP, INC. as parent, the several banks and other
financial institutions or entities from time to time party thereto, as lenders (the “Lenders”),
CANADIAN IMPERIAL BANK OF COMMERCE, acting through its New York Agency, as Administrative Agent,
CIBC WORLD MARKETS CORP., J.P. MORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES LLC, as
Co-Lead Arrangers and Joint Book Managers, JPMORGAN CHASE BANK, N.A., as Syndication Agent and BANK
OF AMERICA, N.A., as Documentation Agent.



Each of the undersigned, as a Guarantor under one or more of the Guarantee Agreements in favor
of the Secured Parties, and as a Grantor under the Security Agreement and the other Security
Documents hereby consents to the foregoing Consent and Amendment No. 2 and hereby confirms and
agrees that notwithstanding the effectiveness of such Consent and Amendment No. 2, the Guarantee
Agreements and the Security Documents are, and shall continue to be, in full force and effect and
each is hereby ratified and confirmed in all respects, except that, on and after the effectiveness
of such Consent and Amendment No. 2, each reference in each Guarantee Agreement and the Security
Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and
be a reference to the Credit Agreement, as amended by such Consent and Amendment No. 2.



27



IN WITNESS WHEREOF, the undersigned have caused this Consent to be executed and delivered by
their duly authorized officers as of the date first above written.



ALASKA COMMUNICATIONS SYSTEMS


GROUP, INC.



	 	 	 
	By

	 	/s/ Leonard A. Steinberg
	 

	 	 
	Name:

Title:

	 	Leonard A. Steinberg

Vice President, General Counsel and Secretary






ACS OF ALASKA, INC.


ACS OF THE NORTHLAND, INC.


ACS OF FAIRBANKS, INC.


ACS OF ANCHORAGE, INC.


ACS WIRELESS, INC.


ACS LONG DISTANCE, INC.


ACS INTERNET, INC.


ACS INFOSOURCE, INC.


ACS MESSAGING, 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.



	 	 	 
	By

	 	/s/ Leonard A. Steinberg
	 

	 	 
	Name:

Title:

	 	Leonard A. Steinberg

Vice President, General Counsel and Secretary
	 
	 	 







28