Exhibit K
3,600,000 Shares
American Communications Services, Inc.
Common Stock
Purchase Agreement
April 15, 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 3,600,000
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 as of the date first above
written, 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 $4.70;
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 Underwriting Agreement in paragraph
(m) of Section 8; and
f. reference to New York in Section 10 shall be
replaced with Maryland.
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: /s/Xxxxx Xxxxxx
Xxxxx Xxxxxx
Accepted as of the date first above written:
THE XXXX ALTERNATIVE INCOME FUND, L.P.
By: /s/Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title: Attorney-in-fact
ING EQUITY PARTNERS, L.P. I
By: _________________________________
Name:
Title:
APEX INVESTMENT FUND, I. L.P.
By: _________________________________
Name:
Title:
