Exhibit 4.4
SECOND AMENDMENT TO STOCKHOLDERS' AGREEMENT
THIS SECOND AMENDMENT TO STOCKHOLDERS' AGREEMENT, dated as of
November __, 1999 (this "AMENDMENT"), is made by and among Alaska Communications
Systems Group, Inc., a Delaware corporation (the "Company"), (formerly known as
ALEC Holdings, Inc.) and the other persons listed on the signature pages hereto.
WITNESSETH:
WHEREAS, the Company and the stockholders listed on the signature pages
hereto are parties to a Stockholders' Agreement, dated as of May 14, 1999 (as
amended, the "STOCKHOLDERS' AGREEMENT", capitalized terms used but not defined
herein having the meanings assigned to them in the Stockholders' Agreement);
WHEREAS, in connection with the Company's proposed IPO, the parties
hereto wish to amend the Stockholders' Agreement in the manner set forth below
to limit the IPO to sales of Common Stock by the Company;
NOW, THEREFORE, in consideration of the premises and of the terms and
conditions contained herein and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto, intending to be
legally bound, agree as follows:
SECTION 1. PIGGYBACK REGISTRATIONS. Notwithstanding anything in Section
3.1.1 of the Stockholders' Agreement to the contrary, and pursuant to the
provisions of Section 5.11 of the Stockholders' Agreement, the undersigned
hereby agree that any and all rights under Section 3.1.1 of the Stockholders'
Agreement, including any rights to receive the Piggyback Notice or to effect or
participate in a Piggyback Registration of the undersigned's shares of Common
Stock, shall not apply to the proposed IPO, as contemplated by the Registration
Statement on Form S-1 (File No. 333-88753) filed by the Company with the SEC
under the Securities Act, as the same may be amended or supplemented; PROVIDED
that this Amendment shall expire and have no further effect if the Company does
not consummate the proposed IPO by March 31, 2000.
SECTION 2. EFFECTS OF AMENDMENT. Except as set forth in Section 1 hereof,
no other rights or obligations of the undersigned holders of Registrable
Securities or the Company under the Stockholders' Agreement shall be affected
hereby, including any rights with respect to any subsequent registration. From
and after the date hereof, all references to the Stockholders' Agreement shall
be deemed to refer to the Stockholders' Agreement as amended by this Amendment.
SECTION 3. MISCELLANEOUS.
(a) SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and
shall inure to the benefit of the parties, and their respective successors and
assigns. If any Stockholder or any Affiliate thereof or any Transferee of any
Stockholder shall acquire any shares of Common Stock in any manner, whether by
operation of law or otherwise, such shares shall be
held subject to all of the terms of the Stockholders' Agreement as amended by
this Amendment, and by taking and holding such shares such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Amendment.
(b) GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.
(c) DESCRIPTIVE HEADINGS, ETC. The headings in this Amendment are for
convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein. Unless the context of this Amendment
otherwise requires, references to "hereof," "herein," "hereby," "hereunder" and
similar terms shall refer to this entire Amendment.
(d) SEVERABILITY. If any term or provision of this Amendment shall to any
extent be invalid or unenforceable, the remainder of this Amendment shall not be
affected thereby, and each term and provision of this Amendment shall be valid
and enforceable to the fullest extent permitted by law. Upon the determination
that any term or other provision is invalid, illegal or incapable of being
enforced, the parties shall negotiate in good faith to modify this Amendment so
as to effect their original intent as closely as possible in an acceptable
manner to the end that transactions contemplated hereby are fulfilled to the
extent possible.
(e) FURTHER ASSURANCES. The parties hereto shall from time to time
execute and deliver all such further documents and do all acts and things as the
other parties may reasonably require to effectively carry out or better evidence
or perfect the full intent and meaning of this Amendment.
(f) COMPLETE AMENDMENT; COUNTERPARTS. This Amendment (together with the
Stockholders' Agreement and the other agreements referred to herein and therein)
constitutes the entire agreement of the parties and supersedes all other
agreements and understandings, both written and oral, among the parties or any
of them, with respect to the subject matter hereof. This Amendment may be
executed by any one or more of the parties hereto in any number of counterparts,
each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument and shall become effective upon
execution by holders of a sufficient number of shares of Common Stock, including
shares of Common Stock issuable upon exercise of Options and Warrants, as set
forth in Section 5.11 of the Stockholders' Agreement.
[SIGNATURE PAGES FOLLOW]
-2-
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
duly executed on the date first written above.
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
(formerly ALEC HOLDINGS, INC.)
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Chairman and
Chief Executive Officer
FOX XXXXX CAPITAL FUND, L.P.,
By Fox Xxxxx Capital Fund, LLC, its
General Partner
By: /s/ W. Xxxxxx Xxxxx, III
---------------------------------------
Name:
Title:
FPC INVESTORS, L.P.,
By Fox Xxxxx Capital, LLC, its General Partner
By: /s/ W. Xxxxxx Xxxxx, III
---------------------------------------
Name:
Title:
ALEC COINVESTMENT FUND I, LLC,
By Fox Xxxxx Capital, LLC, its Manager
By: /s/ W. Xxxxxx Xxxxx, III
---------------------------------------
Name:
Title:
ALEC COINVESTMENT FUND II, LLC,
By Fox Xxxxx Capital, LLC, its Manager
By: /s/ W. Xxxxxx Xxxxx, III
---------------------------------------
Name:
Title:
[SIGNATURE PAGE TO SECOND AMENDMENT TO STOCKHOLDERS' AGREEMENT]
ALEC COINVESTMENT FUND III, LLC,
By Fox Xxxxx Capital, LLC, its Manager
By: /s/ W. Xxxxxx Xxxxx, III
---------------------------------------
Name:
Title:
ALEC COINVESTMENT FUND IV, LLC,
By Fox Xxxxx Capital, LLC, its Manager
By: /s/ W. Xxxxxx Xxxxx, III
---------------------------------------
Name:
Title:
ALEC COINVESTMENT FUND V, LLC,
By Fox Xxxxx Capital, LLC, its Manager
By: /s/ W. Xxxxxx Xxxxx, III
---------------------------------------
Name:
Title:
ALEC COINVESTMENT FUND VI, LLC,
By Fox Xxxxx Capital, LLC, its Manager
By: /s/ W. Xxxxxx Xxxxx, III
---------------------------------------
Name:
Title:
DLJ INVESTMENT PARTNERS, L.P.,
By DLJ Investment Partners, Inc., Managing
General Partner
By: /s/ Xxx Xxxxx
---------------------------------------
Name:
Title:
[SIGNATURE PAGE TO SECOND AMENDMENT TO STOCKHOLDERS' AGREEMENT]
DLJ INVESTMENT FUNDING, INC.
By: /s/ Xxx Xxxxx
---------------------------------------
Name:
Title:
DLJ ESC II L.P.,
By DLJ LBO Plans Management Corporation,
its General Partner
By: /s/ Xxx Xxxxx
---------------------------------------
Name:
Title:
CHAMER COMPANY, INC.,
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President
XXXX INLET REGION, INC.
By: /s/ Xxxx Xxxxxxx
---------------------------------------
Name:
Title:
/s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------------
Xxxxxxx X. Xxxxxxxx
Management Investor
-------------------------------------------
Xxxxx X. Xxxxxxx
Management Investor
[SIGNATURE PAGE TO SECOND AMENDMENT TO STOCKHOLDERS' AGREEMENT]
/s/ Xxxxxx X. Xxxxxx
-------------------------------------------
Xxxxxx X. Xxxxxx
Management Investor
/s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------------------
Xxxxxxx X. Xxxxxxxxx
Management Investor
-------------------------------------------
Xxxxx Xxxxxx
Management Investor
/s/ Xxxx X. Xxxxxxx
-------------------------------------------
Xxxx X. Xxxxxxx
Management Investor
/s/ Xxxx Xxxxx
-------------------------------------------
Xxxx Xxxxx
Management Investor
[SIGNATURE PAGE TO SECOND AMENDMENT TO STOCKHOLDERS' AGREEMENT]
