ALASKA COMMUNICATIONS SYSTEMS GROUP INC
424B3, 1999-11-05
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                                                      424(B)(3)

                                                      FILED PURSUANT TO RULE
                                                      424(B)(3)
                                                      FILE NO. 333-82361


                    ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.

    Supplement No. 2 to Prospectus dated October 8, 1999

    The date of this Supplement No. 2 is November 5, 1999.

    On November 5, 1999, Alaska Communications Systems Group, Inc. filed the
attached Current Report on Form 8-K.
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  --------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (date of earliest event reported): October 29, 1999

                    ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
             (Exact name of registrant as specified in its charter)


           DELAWARE                    333-82361                52-2126573
   (State of Incorporation)         (Commission File          (IRS Employer
                                        Number)           Identification Number)



   510 L. STREET, SUITE 500, ANCHORAGE, ALASKA          99501
     (Address of principal executive offices)        (Zip Code)


       Registrant's telephone number, including area code: (907) 297-3000



<PAGE>


ITEM 5.  OTHER EVENTS.

      As of October 19, 1999, the registrant and the registrant's subsidiary,
Alaska Communications Systems Holdings, Inc. ("Holdings"), entered into
Amendment No. 1 to the Credit Agreement (the "Credit Agreement"), dated as of
May 14, 1999, among the registrant, Holdings, the Lenders party thereto, The
Chase Manhattan Bank, as Administrative Agent and Collateral Agent, Canadian
Imperial Bank of Commerce, as Syndication Agent, and Credit Suisse First Boston,
as Documentation Agent (the "Credit Agreement Amendment"). Effectiveness of the
Credit Agreement Amendment is conditioned upon the registrant, among other
things, (1) receiving gross proceeds of not less than $140.0 million from the
underwritten initial public offering of its common stock in an offering
registered under the Securities Act of 1933, as amended (the "IPO"), and (2)
contributing the net proceeds (other than such amounts permitted to be used for
the repayment of the registrant's 13% Senior Discount Debentures due 2011 (the
"Debentures")) from the IPO to Holdings as common equity. If made effective, the
Credit Agreement Amendment would, among other things:

     o    modify the provisions related to the prepayment of indebtedness
          to permit the payment by the registrant and Holdings of up to $40.0
          million for the repurchase of the Debentures and/or Holdings' 9-3/8%
          Senior Subordinated Notes due 2009 under certain circumstances;

     o    modify the provisions related to capital expenditures to increase the
          amount of capital expenditures the registrant and Holdings are
          permitted to make in each year;

     o    increase the registrant's flexibility with respect to
          acquisitions and other investments, allowing for "permitted
          acquisitions" of up to $200.0 million, which amount excludes
          acquisitions made using the registrant's capital stock or equity
          contributions from the registrant's controlling stockholder, and
          "permitted investments" of up to $15.0 million; and

     o    increase the registrant's and Holdings' flexibility with respect to
          the incurrence of certain indebtedness.

      A copy of the Credit Agreement Amendment is attached as Exhibit 10.1
hereto.

      On October 29, 1999, the registrant changed its name from ALEC Holdings,
Inc. to Alaska Communications Systems Group, Inc.

      On October 29, 1999, the registrant amended the indenture governing the
Debentures to provide for, among other things, optional cash interest payments
by the registrant prior to May 15, 2004 (the "Debentures Amendment").
Effectiveness of the Debentures Amendment is conditioned upon, among other
things, (1) the IPO being completed prior to March 31, 2000 and (2)
effectiveness of the Credit Agreement Amendment.

      A copy of the Debentures Amendment is attached as Exhibit 4.1 hereto..

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

      (c) Exhibits. The following exhibits are filed as part of this report:

     4.1  First Amendment to Indenture, dated as of October 29, 1999, by and
          among the registrant and The Bank of New York, as Trustee (agreed and
          consented to by, DLJ Investment Partners, L.P., DLJ Investment
          Funding, Inc. and DLJ ESC II L.P).

     10.1 Amendment No. 1 to Credit Agreement, dated as of October 19, 1999, by
          and among the registrant, Alaska Communications Systems Holdings,
          Inc., the Lenders party thereto, The Chase Manhattan Bank, as
          Administrative Agent and Collateral Agent, Canadian Imperial Bank of
          Commerce, as Syndication Agent, and Credit Suisse First Boston
          Corporation, as Documentation Agent.
<PAGE>


                                    SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:  November 5, 1999


                                     ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.



                                     By: /s/ Michael E. Holmstrom
                                         ----------------------------
                                         Name: Michael E. Holmstrom
                                         Title:  Senior Vice President and Chief
                                                 Financial Officer



<PAGE>


                                  EXHIBIT INDEX



  EXHIBIT                                     DESCRIPTION
  NUMBER                                      -----------
  -------

      4.1  First Amendment to Indenture, dated as of October 29, 1999, by and
           among the registrant and The Bank of New York, as Trustee (agreed and
           consented to by DLJ Investment Partners, L.P., DLJ Investment
           Funding, Inc. and DLJ ESC II L.P).


     10.1  Amendment No. 1 to Credit Agreement, dated as of October 19, 1999, by
           and among the registrant, Alaska Communications Systems Holdings,
           Inc., the Lenders party thereto, The Chase Manhattan Bank, as
           Administrative Agent and Collateral Agent, Canadian Imperial Bank of
           Commerce, as Syndication Agent, and Credit Suisse First Boston
           Corporation, as Documentation Agent.

<PAGE>

                                                                     EXHIBIT 4.1
                                                                     -----------

                          FIRST AMENDMENT TO INDENTURE


                                  FIRST AMENDMENT TO INDENTURE (this "First
                             Amendment") dated as of October 29, 1999, among
                             ALEC HOLDINGS, INC., a Delaware corporation (the
                             "Company"), and THE BANK OF NEW YORK, a New York
                             banking corporation, as trustee (the "Trustee").

                              W I T N E S S E T H :

          WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture (the "Indenture") dated as of May 14, 1999, providing for
the issuance of an aggregate principal amount of up to $46,928,435 of 13% Senior
Discount Debentures due 2011 (the "Securities");

          WHEREAS, the Company intends to change its name from "ALEC Holdings,
Inc." to "Alaska Communications Systems Group, Inc.";

          WHEREAS, the parties to the Indenture wish to permit the Company the
option to make cash interest payments under the Indenture on or prior to May 15,
2004;

          WHEREAS, pursuant to Sections 9.01 and 9.02 of the Indenture, the
Trustee and the Company are authorized to execute and deliver this First
Amendment;

          NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Company and the Trustee mutually covenant and agree for the equal and ratable
benefit of the holders of the Securities as follows:

          1. Name Change. Subject to Section 6 hereof, all references to "ALEC
Holdings, Inc." in the Indenture shall henceforward be deemed references to
"Alaska Communications Systems Group, Inc."

          2. Cash Interest Payments. Subject to Section 6 hereof:

          (a) the definition of "Accreted Value" set forth in Section 1.01 of
the Indenture is hereby amended and restated in its entirety as follows:

          "Accreted Value" means, for each $1,000 face amount of Securities, as
          of any date of determination, the sum of (i) the initial offering
          price of each Security and (ii) that portion of the excess of the
          principal amount of each Security over such initial offering price
          which shall have accreted thereon, such amount to be so accreted on a
          daily basis and compounded semiannually on each May 15 and November 15
          at the rate of 13% per annum from the date of issuance of the
          Securities through such date of determi-
<PAGE>
          nation; provided, however, that Accreted Value shall not include, and
          there shall be no accretion pursuant to clause (ii) of the foregoing
          sentence on, an amount equal to the amount of cash interest payments
          made on or prior to May 15, 2004 pursuant to Section 1 of the
          Securities with respect to the period for which such amount is paid.
          The Accreted Value will cease to accrete on and after May 14, 2004.

          (b) the definition of "principal" set forth in Section 1.01 of the
Indenture is hereby amended and restated in its entirety as follows:

          "principal" of a Security means, prior to May 14, 2004, the Accreted
          Value and, from and after May 14, 2004, the Accreted Value as of May
          14, 2004 plus the premium, if any, payable on the Security that is due
          or overdue.

          (c) Each of Section 1(a) of Exhibit A to the Indenture and Section 1
of Exhibit B to the Indenture is hereby amended and restated in its entirety as
follows:

          "ALASKA COMMUNICATIONS SYSTEMS GROUP, INC., a Delaware corporation
          (such corporation, and its successors and assigns under the Indenture
          hereinafter referred to, being herein called "Holdings"), promises to
          pay cash interest on the principal amount of this Security at the rate
          of 13% per annum after May 14, 2004. Prior to May 15, 2004 interest on
          the principal amount of the Security shall accrete as provided in the
          Indenture (as defined below) under the definition of "Accreted Value."
          Holdings shall pay cash interest in arrears semiannually on May 15 and
          November 15 of each year commencing November 15, 2004; provided,
          however, that, prior to such date, Holdings shall have the right, in
          its sole discretion, to pay cash interest semiannually on May 15 and
          November 15 of each year with respect to the immediately preceding
          semiannual interest period in lieu of Accreted Value for such period;
          provided, further, however that the Security shall continue to accrete
          value for the periods, and in the amount, it otherwise would for any
          periods, and in the amount, for which cash interest is not paid.
          Interest shall be computed on the basis of a 360-day year of twelve
          30-day months. Holdings shall pay interest on overdue principal at the
          rate borne by the Securities plus 1% per annum, and it shall pay
          interest on overdue installments of interest at the same rate to the
          extent lawful."

          3. Notice and Method of Redemption. Subject to Section 6 hereof:

          (a) In connection with the Company's planned initial public offering
of its common stock (the "IPO"), the Holders hereby waive their right to at
least 30 days' prior written notice of a redemption under Section 3.03 of the
Indenture and in lieu thereof consent to at least 10 days' prior written notice.

                                      -2-
<PAGE>
          (b) In connection with the Company's planned IPO, the Trustee, at the
request of the Company and the Holders, hereby (i) waives its right to at least
60 days' prior written notice of a redemption under Section 3.01 of the
Indenture and in lieu thereof consents to at least 10 days' prior written
notice, (ii) consents under Section 3.01 of the Indenture to a reduction, from
no fewer than 15 days to no fewer than 10 days, in the amount of time that must
pass between the date of such notice of redemption and the record date for such
redemption and (iii) agrees that it shall select the Securities to be redeemed
pro rata pursuant to Section 3.02 of the Indenture.

          4. Section 4.06(3)(c) of the Indenture. The words "Senior
Subordinated" in the third sentence of Section 4.06(3)(c) of the Indenture shall
be deleted and in lieu thereof the words "Pari Passu" shall be inserted.

          5. Ratification of Indenture; First Amendment Part of Indenture.
Except as expressly amended hereby, the Indenture is in all respects ratified
and confirmed and all the terms, conditions and provisions thereof shall remain
in full force and effect. This First Amendment shall form a part of the
Indenture for all purposes, and every holder of Securities heretofore or
hereafter authenticated and delivered shall be bound hereby.

          6. Conditions to Effectiveness. This First Amendment shall become
effective as of the date first written above when the Trustee shall have
received written consents hereto from each of DLJ Investment Partners, L.P., DLJ
Investment Funding, Inc. and DLJ ESC II L.P. (collectively, the "DLJ
Entities"), provided, however, that (i) Section 1 hereof shall not be effective
until the Company's Board and stockholders have approved the name change, the
Company has filed a certificate of amendment to its certificate of incorporation
with the Secretary of State of the State of Delaware reflecting such name
change, and such name change has become effective and (ii) Sections 2 and 3
hereof shall not be effective until (A) the Company's consummation of the
planned IPO on or prior to March 31, 2000 and (B) Amendment No. 1, dated as of
October 29, 1999, to the Credit Agreement dated as of May 14, 1999, among the
Company, Alaska Communications Systems Holdings, Inc., the lenders party
thereto, The Chase Manhattan Bank, as Administrative Agent, Canadian Imperial
Bank of Commerce, as Syndication Agent, and Credit Suisse First Boston
Corporation, as Documentation Agent (the "Credit Agreement Amendment"), has
become effective pursuant to the terms thereof; it being understood that
Sections 1, 2 and 3 hereof shall be void and have no effect if (in the case of
Section 1) the aforementioned name change is not so effected or (in the case of
Sections 2 and 3) the IPO is not consummated on or prior to March 31, 2000 and
the Credit Agreement Amendment does not become effective pursuant to the terms
thereof.

          7. Governing Law. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

                                   -3-
<PAGE>

          8. Representations. (a) The DLJ Entities represent and warrant that
they hold all of the outstanding Securities.

          (b) The Trustee makes no representation as to the validity or
sufficiency of this First Amendment.

          9. Counterparts. The parties may sign any number of copies of this
First Amendment. Each signed copy shall be an original, but all of them together
represent the same agreement.

          10. Effect of Headings. The Section headings herein are for
convenience only and shall not effect the construction thereof.

                            [SIGNATURE PAGE FOLLOWS]

                                      -4-
<PAGE>
          IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed as of the date first above written.

                                          ALEC HOLDINGS, INC. (to be renamed
                                           Alaska Communications Systems
                                           Group, Inc.),

                                          By:/s/ Michael E. Holmstrom
                                             ------------------------
                                             Name: Michael E. Holmstrom
                                             Title: Senior Vice President and
                                                    Chief Financial Officer


                                          THE BANK OF NEW YORK, as Trustee,

                                          By: /s/ Walter N. Gitlin
                                              --------------------
                                              Name: Walter N. Gitlin
                                              Title: Vice President


AGREED AND CONSENTED TO:

DLJ Investment Partners, L.P.,
   By DLJ Investment Partners, Inc.,
      Its General Partner

By: /s/ Ivy Dodes
    -------------
    Name: Ivy Dodes
    Title: Vice President

DLJ Investment Funding, Inc.,

By: /s/ Ivy Dodes
    -------------
    Name: Ivy Dodes
    Title: Vice President

DLJ ESC II L.P.,
   DLJ LBO Plans Management Corporation,
      Its General Partner

By: /s/ Ivy Dodes
    -------------
    Name: Ivy Dodes
    Title: Vice President

<PAGE>

                                                                    EXHIBIT 10.1
                                                                    ------------

                                                                  EXECUTION COPY



                                   AMENDMENT NO.1, dated as of October 19, 1999
                              (this "Amendment"), to the Credit Agreement dated
                              as of May 14, 1999 (the "Credit Agreement"), among
                              ALEC HOLDINGS, INC., a Delaware corporation
                              ("Holdings"), ALASKA COMMUNICATIONS SYSTEMS
                              HOLDINGS, INC., a Delaware corporation (the
                              "Borrower"), the lenders party thereto, THE CHASE
                              MANHATTAN BANK, a New York banking corporation, as
                              Administrative Agent, CANADIAN IMPERIAL BANK OF
                              COMMERCE, as Syndication Agent, and CREDIT SUISSE
                              FIRST BOSTON CORPORATION, as Documentation Agent.

          A. The Lenders have extended credit to the Borrower, and have agreed
to extend credit to the Borrower, in each case pursuant to the terms and subject
to the conditions set forth in the Credit Agreement.

          B. Holdings and the Borrower have requested that the Required Lenders
agree to amend certain provisions of the Credit Agreement as set forth herein.

          C. The Required Lenders are willing so to amend the Credit Agreement
pursuant to the terms and subject to the conditions set forth herein.

          D. Capitalized terms used but not defined herein have the meanings
assigned to them in the Credit Agreement.

          Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto agree as follows:

          SECTION 1. Amendments. (a) Section 1.01 of the Credit Agreement is
hereby amended by deleting the text: "or with the proceeds of the sale of equity
by, or the contribution of equity to, Holdings, the Borrower or any Subsidiary
(other than to or by Holdings, the Borrower or any Subsidiary)" in paragraph (e)
of the definition of the term "Excess Cash Flow".

          (b) Section 6.01 of the Credit Agreement is hereby amended by:

          (i) substituting the amount "$40,000,000" for the amount "$20,000,000"
     in clause (vi) of paragraph (a) thereof; and

          (ii) substituting the amount "$25,000,000" for the amount
     "$10,000,000" in clause (vii) of paragraph (a) thereof.

          (c) Section 6.04 of the Credit Agreement is hereby amended by:

          (i) substituting the amount "$200,000,000" for the amount
     "$100,000,000" in paragraph (i) thereof;

          (ii)  replacing the second  parenthetical  at the end of paragraph (i)
     thereof with the following parenthetical: "(which amount will be deemed (i)
     to include the amount of any Indebtedness acquired or assumed in connection
     with Permitted  Acquisitions  and (ii) not to include (A) the amount of (1)
     Net Proceeds
<PAGE>
                                                                               2

     of the issuance of Equity Interests of Holdings (other than Disqualified
     Stock) and (2) common equity contributions made by Sponsor to Holdings, in
     the case of clauses (1) and (2) that are contributed by Holdings to the
     Borrower as common equity and expended to effect a Permitted Acquisition
     and (B) Permitted Acquisitions paid for (in whole or in part and, if in
     part, to the extent so paid for) with the issuance of Equity Interests of
     Holdings (other than Disqualified Stock)"; and

          (iii) substituting the amount "$15,000,000" for the amount
     "$5,000,000" in clause (o) thereof.

          (d) Section 6.08 of the Credit Agreement is hereby amended by:

          (i) inserting the following text immediately after the text "and to
     the extent necessary" in clause (viii) of paragraph (a) thereof: "(or to
     the extent (A) Holdings is permitted by the terms of this Agreement and the
     Holdings Indenture to make a cash interest payment in respect of the
     Holdings Discount Debentures and (B) Holdings uses such dividends (net of
     any Taxes payable by Holdings in respect of such dividends) to make such
     cash interest payment)";

          (ii) substituting a semicolon for the word "and" immediately before
     clause (viii) in paragraph (a) of such Section;

          (iii) inserting the following new clause after clause (viii) in
     paragraph (a) of such Section immediately before the period:

          and (ix) the Borrower may pay dividends to Holdings to the extent
          Holdings uses such dividends (net of any Taxes payable by Holdings in
          respect of such dividends) solely to fund the repurchase, redemption,
          retirement or cancelation of Holdings Discount Debentures permitted by
          clause (vi) of paragraph (b) below

          (iv) inserting the following new clause after clause (v) in paragraph
     (b) of such Section immediately before the period:

          (vi) after October 19, 1999, payment for the repurchase, redemption,
          retirement or cancelation of (i) Holdings Discount Debentures or (ii)
          Senior Subordinated Notes, provided that (i) no Default has occurred
          and is continuing at the time of such payment, (ii) the aggregate
          amount of all payments made pursuant to this clause (vi) does not
          exceed $40,000,000, (iii) such payment is made in accordance with the
          optional redemption provisions of the Holdings Discount Indenture or
          the Subordinated Debt Documents, as applicable, in each case as in
          effect on May 14, 1999, or on other terms not less favorable to the
          Lenders and (iv) such payment does not violate any term or condition
          of the Holdings Discount Indenture or the Subordinated Debt Documents,
          in each case as in effect on May 14, 1999 (after giving effect to the
          amendment to the Holdings Discount Debenture contemplated by Section
          6.11)

          (v) substituting the following clause for clause (ii) in paragraph (b)
     of such Section:
<PAGE>
                                                                               3

          (ii) payment of (A) regularly scheduled interest and principal
          payments as and when due in respect of any Indebtedness, other than
          payments in respect of the Senior Subordinated Notes prohibited by the
          subordination provisions thereof and (B) in any fiscal year, interest
          accrued during such fiscal year in respect of the Holdings Discount
          Debentures.

          (e) Section 6.11 of the Credit Agreement is hereby amended by
substituting the following clause for clause (c) of such Section: "the Holdings
Discount Indenture, except to the extent such indenture is amended solely to
permit (but not require) the cash payment of interest on the Holdings Discount
Debentures prior to May 14, 2004, or"

          (f) Section 6.14 of the Credit Agreement is hereby amended by:

          (i) substituting the amount "$75,000,000" for the amount "$65,000,000"
     in clause (i)(A) of paragraph (a) thereof; and

          (ii) replacing the text contained in clause (i)(B) of paragraph (a)
     thereof with the following text: "ending after December 31, 1999, and on or
     before December 31, 2000, to exceed $100,000,000 and (C) ending after
     December 31, 2000, to exceed 110% of the amount permitted by this clause
     (i) for the immediately preceding fiscal year,".

          SECTION 2. Representations and Warranties. Each of Holdings and the
Borrower represents and warrants to the Administrative Agent and to each of the
Lenders that:

          (a) This Amendment has been duly authorized, executed and delivered by
each of Holdings and the Borrower and constitutes a legal, valid and binding
obligation of Holdings and the Borrower, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.

          (b) The representations and warranties of Holdings and the Borrower
set forth in the Loan Documents are true and correct on and as of the date
hereof, except to the extent such representations and warranties expressly
relate to an earlier date, in which case such representations and warranties are
true and correct as of such earlier date.

          (c) On the date hereof and immediately after giving effect to this
Amendment, no Default shall have occurred and be continuing.

          SECTION 3. Conditions to Effectiveness. This Amendment shall become
effective as of the date first above written when (a) Holdings shall have
received gross proceeds of not less than $140,000,000 from an IPO and shall have
contributed the Net Proceeds from such IPO (other than any such Net Proceeds
applied to repurchase, redeem, retire or cancel Holdings Discount Debentures in
accordance with the Credit Agreement and the Holdings Discount Indenture) to the
Borrower as common equity and (b) the Administrative Agent shall have received
counterparts of this Amendment that, when taken together, bear the signatures of
(i) Holdings, (ii) the Borrower and (iii) the Required Lenders, provided that
the representations and warranties set forth in the Loan Documents are true and
correct as of the date of the later to occur of clauses (a) and (b)
<PAGE>
                                                                               4

above, except to the extent such representations and warranties expressly relate
to an earlier date.

          SECTION 4. Credit Agreement. Except as specifically amended hereby,
the Credit Agreement shall continue in full force and effect in accordance with
the provisions thereof as in existence on the date hereof. After the date
hereof, any reference to the Credit Agreement shall mean the Credit Agreement as
modified hereby. This Amendment shall be a Loan Document for all purposes.

          SECTION 5. APPLICABLE LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

          SECTION 6. Counterparts. This Amendment may be executed in two or
more counterparts, each of which shall constitute an original but all of which
when taken together shall constitute but one agreement. Delivery of an executed
signature page to this Amendment by facsimile transmission shall be effective as
delivery of a manually signed counterpart of this Amendment.

          SECTION 7. Expenses. The Borrower agrees to reimburse the
Administrative Agent for its out-of-pocket expenses in connection with this
Amendment, including the reasonable fees, charges and disbursements of Cravath,
Swaine & Moore, counsel for the Administrative Agent.
<PAGE>
                                                                               5

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and year
first written above.


                                              ALEC HOLDINGS, INC.,

                                                by /s/ Michael E. Holmstrom
                                                  ---------------------------
                                                  Name: Michael E. Holmstrom
                                                  Title: Senior Vice President &
                                                         Chief Financial Officer


                                                ALASKA COMMUNICATIONS SYSTEMS
                                                HOLDINGS, INC.,

                                                  by /s/ Michael E. Holmstrom
                                                  ---------------------------
                                                  Name: Michael E. Holmstrom
                                                  Title: Senior Vice President &
                                                         Chief Financial Officer


                                                THE CHASE MANHATTAN BANK,
                                                individually and as
                                                Administrative Agent,

                                                  by /s/ Ed DeForest
                                                    ---------------------------
                                                    Name: Ed DeForest
                                                    Title: Vice President


                                                CANADIAN IMPERIAL BANK OF
                                                COMMERCE,
                                                as Syndication Agent,

                                                  by /s/ Laura Horn
                                                    ---------------------------
                                                    Name: Laura Horn
                                                    Title: Executive Director


                                               CREDIT SUISSE FIRST BOSTON
                                               CORPORATION, individually and
                                               as Documentation Agent,

                                                  by /s/ Jeffrey B. Ulmer
                                                    ---------------------------
                                                    Name: Jeffrey B. Ulmer
                                                    Title: Vice President

<PAGE>

                                                       SIGNATURE PAGE TO
                                                   AMENDMENT DATED AS OF
                                                        OCTOBER 19, 1999




To Approve the Amendment:

Name of Institution  CREDIT SUISSE FIRST BOSTON

   by /s/ Jeffrey B. Ulmer
     ---------------------------
     Name: Jeffrey B. Ulmer
     Title: Vice President
<PAGE>

                                                       SIGNATURE PAGE TO
                                                   AMENDMENT DATED AS OF
                                                        OCTOBER 19, 1999




To Approve the Amendment:

Name of Institution  CIBC INC.

   by /s/ Laura Horn
     ---------------------------
     Name: Laura Horn
     Title: Executive Director
            CIBC World Markets Corp. as Agent

<PAGE>
                                                       SIGNATURE PAGE TO
                                                   AMENDMENT DATED AS OF
                                                        OCTOBER 19, 1999




To Approve the Amendment:

Name of Institution  INDUSTRIAL BANK OF JAPAN

   by /s/ William Kennedy
     ---------------------------
     Name: William Kennedy
     Title: Vice President
<PAGE>
                                                       SIGNATURE PAGE TO
                                                   AMENDMENT DATED AS OF
                                                        OCTOBER 19, 1999




To Approve the Amendment:

Name of Institution
  ARES LEVERAGED INVESTMENT FUND, L.P.
  BY ARES MANAGEMENT, L.P., its General Partner

   by /s/ Jeffrey Moore
     ---------------------------
     Name: Jeffrey Moore
     Title: Vice President

<PAGE>

                                                       SIGNATURE PAGE TO
                                                   AMENDMENT DATED AS OF
                                                        OCTOBER 19, 1999




To Approve the Amendment:

Name of Institution
  ARES LEVERAGED INVESTMENT FUND II, L.P.
  BY ARES MANAGEMENT II, L.P., its General Partner

   by /s/ Jeffrey Moore
     ---------------------------
     Name: Jeffrey Moore
     Title: Vice President
<PAGE>

                                                       SIGNATURE PAGE TO
                                                   AMENDMENT DATED AS OF
                                                        OCTOBER 19, 1999




To Approve the Amendment:

Name of Institution  SRF TRADING INC.

   by /s/ Kelley C. Walker
     ---------------------------
     Name: Kelley C. Walker
     Title: Vice President
<PAGE>

                                                       SIGNATURE PAGE TO
                                                   AMENDMENT DATED AS OF
                                                        OCTOBER 19, 1999




To Approve the Amendment:

Name of Institution FIRST NATIONAL BANK OF ANCHORAGE

   by /s/ Richard C. Enberg
     ---------------------------
     Name: Richard C. Enberg
     Title: Executive Vice President
<PAGE>

                                                       SIGNATURE PAGE TO
                                                   AMENDMENT DATED AS OF
                                                        OCTOBER 19, 1999




To Approve the Amendment:

Name of Institution  FIRST UNION NATIONAL BANK

   by /s/ Thomas M. Finke
     ---------------------------
     Name: Thomas M. Finke
     Title: Senior Vice President
<PAGE>

                                                       SIGNATURE PAGE TO
                                                   AMENDMENT DATED AS OF
                                                        OCTOBER 19, 1999




To Approve the Amendment:

Name of Institution  ELC (CAYMAN) LTD. 1999-II

   by /s/ Thomas M. Finke
     ---------------------------
     Name: Thomas M. Finke
     Title: Managing Director
<PAGE>

                                                       SIGNATURE PAGE TO
                                                   AMENDMENT DATED AS OF
                                                        OCTOBER 19, 1999




To Approve the Amendment:

Name of Institution  ELC (CAYMAN) LTD. CDO SERIES 1999-I

   by /s/ Thomas M. Finke
     ---------------------------
     Name: Thomas M. Finke
     Title: Managing Director

<PAGE>

                                                       SIGNATURE PAGE TO
                                                   AMENDMENT DATED AS OF
                                                        OCTOBER 19, 1999




To Approve the Amendment:

Name of Institution  KVH IV LLC

   by /s/ Virginia Conway
     ---------------------------
     Name: Virginia Conway
     Title: Authorized Agent
<PAGE>

                                                       SIGNATURE PAGE TO
                                                   AMENDMENT DATED AS OF
                                                        OCTOBER 19, 1999




To Approve the Amendment:

Name of Institution  KVH III LLC

   by /s/ Virginia Conway
     ---------------------------
     Name: Virginia Conway
     Title: Authorized Agent
<PAGE>

                                                       SIGNATURE PAGE TO
                                                   AMENDMENT DATED AS OF
                                                        OCTOBER 19, 1999




To Approve the Amendment:

Name of Institution  KVH CRESCENT-3 LLC

   by /s/ Virginia Conway
     ---------------------------
     Name: Virginia Conway
     Title: Authorized Agent
<PAGE>

                                                       SIGNATURE PAGE TO
                                                   AMENDMENT DATED AS OF
                                                        OCTOBER 19, 1999




To Approve the Amendment:

Name of Institution  KVH CRESCENT-2 LLC

   by /s/ Virginia Conway
     ---------------------------
     Name: Virginia Conway
     Title: Authorized Agent
<PAGE>

                                                       SIGNATURE PAGE TO
                                                   AMENDMENT DATED AS OF
                                                        OCTOBER 19, 1999




To Approve the Amendment:

Name of Institution  KVH CRESCENT LLC

   by /s/ Virginia Conway
     ---------------------------
     Name: Virginia Conway
     Title: Authorized Agent
<PAGE>

                                                       SIGNATURE PAGE TO
                                                   AMENDMENT DATED AS OF
                                                        OCTOBER 19, 1999




To Approve the Amendment:

Name of Institution  KVH STERLING LLC

   by /s/ Virginia Conway
     ---------------------------
     Name: Virginia Conway
     Title: Authorized Agent
<PAGE>

                                                       SIGNATURE PAGE TO
                                                   AMENDMENT DATED AS OF
                                                        OCTOBER 19, 1999




To Approve the Amendment:

Name of Institution  METROPOLITAN LIFE INSURANCE COMPANY

   by /s/ James R. Dingler
     ---------------------------
     Name: James R. Dingler
     Title: Director
<PAGE>

                                                       SIGNATURE PAGE TO
                                                   AMENDMENT DATED AS OF
                                                        OCTOBER 19, 1999




To Approve the Amendment:

Name of Institution  RURAL TELEPHONE FINANCE COOPERATION

   by /s/ Kenneth A. Fried
     ---------------------------
     Name: Kenneth A. Fried
     Title: Assistant Secretary, Treasurer
<PAGE>

                                                       SIGNATURE PAGE TO
                                                   AMENDMENT DATED AS OF
                                                        OCTOBER 19, 1999




To Approve the Amendment:

  STANFIELD CLO LTD. by
  Stanfield Capital Partners LLC, as Collateral Manager

   by /s/ Gregory L. Smith
     ---------------------------
     Name: Gregory L. Smith
     Title: Partner
<PAGE>

                                                       SIGNATURE PAGE TO
                                                   AMENDMENT DATED AS OF
                                                        OCTOBER 19, 1999




To Approve the Amendment:

STEIN ROE & FARNHAM CLO I LTD.,
by Stein Roe & Farnham Incorporated,
as Portfolio Manager

   by /s/ Brian W. Good
     ---------------------------
     Name: Brian W. Good
     Title: Vice President & Portfolio Manager
<PAGE>

                                                       SIGNATURE PAGE TO
                                                   AMENDMENT DATED AS OF
                                                        OCTOBER 19, 1999




To Approve the Amendment:

Name of Institution
STEIN ROE FLOATING RATE LIMITED LIABLITY
COMPANY

   by /s/ Brian W. Good
     ---------------------------
     Name: Brian W. Good
     Title: Vice President,
            Stein Roe & Farnham Incorporated,
            as Advisor to the Stein Roe Floating Rate
            Limited Liability Company
<PAGE>

                                                       SIGNATURE PAGE TO
                                                   AMENDMENT DATED AS OF
                                                        OCTOBER 19, 1999




To Approve the Amendment:

Name of Institution  U.S. BANK NATIONAL ASSOCIATION

   by /s/ Thomas G. Gunder
     ---------------------------
     Name: Thomas G. Gunder
     Title: Vice President



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