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_________________ Shares
American Communications Services, Inc.
Common Stock
Purchase Agreement
April , 1997
The Xxxx Alternative Income Fund, L.P.
[address]
ING Equity Partners, L.P. I
[address]
Apex Investment Fund I, L.P.
[address]
Gentlemen:
American Communications Services, Inc., a Delaware corporation (the
"Company") proposes to issue and sell ________ shares of its common stock , par
value $.01 per share (the "Purchaser Shares") to you in the amounts listed
opposite your name in Schedule I hereto (the "Purchaser Stockholders"), subject
to the terms and conditions set forth below. Reference is made to the
Underwriting Agreement, dated _________________, by and among Alex. Xxxxx & Sons
Incorporated and Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation, as
Representatives of the several underwriters named in Schedule I thereto (the
"Underwriting Agreement").
1. Except to the extent set forth in Section 2 below, the terms
and conditions of the Underwriting Agreement are incorporated by reference
herein and specifically made a part hereof:
a. Section 1, in its entirety;
b. The first paragraph of Section 2;
c. The first and third paragraphs of Section 4;
d. Paragraphs (a) through (f) and (h) through (r) of
Section 5;
e. Section 6, in its entirety
f. Section 7, in its entirety, except for the text
before the first comma in paragraph (a);
g. All but the last paragraph of Section 8;
h. Section 9 in its entirety;
i. All but the first paragraph of Section 10.
2. When incorporating herein by reference thereto the provisions
of the Underwriting Agreement:
a. the terms "Underwriter(s)" and "Representative(s)"
are replaced by the term Purchaser Stockholder;
b. the term "Purchase Price" shall mean $_____ ;
c. the term "Firm Shares" and "Shares" are replaced by
Purchaser Shares.
d. all references to "Additional Shares" and "Option
Closing Date" shall be deleted;
e. all references to this Purchase Agreement shall be
replaced with the term Underwriting Agreement in paragraph (o) of Section 8;
and
f. reference to New York in Section 10 shall be replaced
with Maryland.
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3. You represent and warrant that, together, the Purchaser
Stockholders have the ability to waive, on behalf of, and your execution and
delivery of this Purchase Agreement shall be conclusive evidence of the waiver
by, the holders of the Preferred Stock of the Company of their and your
preemptive rights, if any, in connection with the transactions contemplated by
the Underwriting Agreement and this Purchase Agreement.
Please confirm that the foregoing correctly sets forth the agreement
between the Company and the Purchaser Stockholders.
Very truly yours,
AMERICAN COMMUNICATIONS SERVICES, INC.
By.
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Name:
Title:
Accepted as of the date first above written.
THE XXXX ALTERNATIVE INCOME FUND, L.P.
By.
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Name:
Title:
ING EQUITY PARTNERS, L.P. I
By.
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Name:
Title:
APEX INVESTMENT FUND I, L.P.
By.
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Name:
Title:
