EXHIBIT A
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ASSIGNMENT AND ASSUMPTION EXHIBIT B
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COMPLIANCE
CERTIFICATE EXHIBIT C
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GUARANTOR JOINDER EXHIBIT D
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LOAN REQUEST
EXHIBIT E-1
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REVOLVING NOTE EXHIBIT E-2
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SWING LINE NOTE EXHIBIT
E-3
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TERM LOAN NOTE EXHIBIT E-4
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INCREMENTAL TERM LOAN NOTE
EXHIBIT F
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SOLVENCY CERTIFICATE EXHIBIT G
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TAX COMPLIANCE
CERTIFICATES EXHIBIT H
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CONVERSION OR CONTINUATION NOTICE EXHIBIT I-1
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NOTICE OF INCREMENTAL TERM LOAN BORROWING EXHIBIT I-2
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INCREMENTAL TERM LOAN FUNDING AGREEMENT EXHIBIT J-1
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REQUEST FOR RELEASE
OF FUNDS FROM FULL DOMINION ACCOUNT EXHIBIT J-2
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INSTRUCTIONS FOR
RELEASE OF FUNDS FROM FULL DOMINION ACCOUNT
v
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (this "Agreement") is dated as of September 14, 2015 and
is made by and among ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC., a Delaware
corporation, as BORROWER (as hereinafter defined), each of the GUARANTORS (as
hereinafter defined), the LENDERS (as hereinafter defined), COBANK, ACB, in its
capacity as Administrative Agent for the Secured Parties and as an Issuing
Lender and Swing Line Lender (each as hereinafter defined), and ING CAPITAL LLC,
as Syndication Agent.
RECITALS
WHEREAS, the Borrower has requested that the Lenders provide to the Borrower
(a) commitments to fund a revolving credit facility in an aggregate principal
amount at any time outstanding not to exceed $10,000,000, and (b) a term loan
facility in an aggregate principal amount not to exceed $65,000,000, all as more
particularly set forth in, and subject to the terms and conditions of, this
Agreement. In consideration of their mutual covenants and agreements hereinafter
set forth and intending to be legally bound hereby, the parties hereto covenant
and agree as follows:
I. CERTAIN DEFINITIONS
1.1 Certain Definitions. In addition to words and terms defined elsewhere in
this Agreement, the following words and terms shall have the following meanings,
respectively, unless the context hereof clearly requires otherwise:
"Acquired Entity or Business" means any Person or business unit acquired
pursuant to a Permitted Acquisition.
"Acquisition" means the acquisition, in a single transaction or in a series of
related transactions, of all or any substantial portion of the assets of another
Person, or at least a majority of the equity interests of another Person, in
each case whether involving a merger or consolidation with such other Person and
whether for cash, property, services, assumption of Indebtedness, securities or
otherwise.
"ACS Cable" means ACS Cable Systems, LLC, a Delaware limited liability company.
"ACS Cable Seller Note" means that certain Promissory Note of ACS Cable, dated
as of April 2, 2015, in favor of ConocoPhillips Alaska, Inc. in the original
principal amount of $5,500,000.
"ACS Cable Seller Note Documentation" means, collectively, (i) the ACS Cable
Seller Note, (ii) that certain Security Agreement of ACS Cable, dated as of
April 2, 2015, in favor of ConocoPhillips Alaska, Inc., (iii) that certain
Guarantee of the Borrower, dated as of April 2, 2015, in favor of ConocoPhillips
Alaska, Inc. and (iv) all other instruments, agreements and other documents
evidencing or governing the ACS Cable