Peninsula Cellular Services Inc Sample Contracts

Peninsula Cellular Services Inc – FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENT (October 8th, 1999)

Exhibit 10.3 FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENT THIS FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENT, dated as of July 6, 1999 (this "AMENDMENT"), is made by and among ALEC Holdings, Inc., a Delaware corporation (the "COMPANY"), Chamer Company, Inc., an Alaska corporation ("CHAMER"), Cook Inlet Region, Inc., an Alaska native corporation ("CIRI"), Donn Wonnell ("Wonnell"), and the other persons listed on the signature pages hereto. WITNESSETH: WHEREAS, the Company, Chamer and the stockholders listed on the signature pages thereto are parties to a Stockholders' Agreement, dated as of May 14, 1999 (the "STOCKHOLDERS' AGREEMENT"); WHEREAS, the Company and each of CIRI and Wonnell have entered into separate Stock Subscription Agreements, each dated as of the date hereof; and WHEREAS, the

Peninsula Cellular Services Inc – PURCHASE AGREEMENT (July 7th, 1999)

Exhibit 4.2 EXECUTION COPY ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC. $150,000,000 9 3/8% Senior Subordinated Notes due 2009 PURCHASE AGREEMENT May 11, 1999 Chase Securities Inc. CIBC World Markets Corp. Credit Suisse First Boston Corporation c/o Chase Securities Inc. 270 Park Avenue, 4th floor New York, New York 10017 Ladies and Gentlemen: Alaska Communications Systems Holdings, Inc. (formerly known as ALEC Acquisition Corporation), a Delaware corporation (the "Company"), proposes to issue and sell $150,000,000 aggregate principal amount of its 9 3/8% Senior Subordinated Notes due 2009 (the "Securities"). The Securities will be issued pursuant to an Indenture

Peninsula Cellular Services Inc – Re: Employment Agreement (July 7th, 1999)

EXHIBIT 10.6 STRICTLY CONFIDENTIAL ALEC HOLDINGS, INC. 100 W. 11TH STREET VANCOUVER, WA 98660 March 12, 1999 Mr. Wesley E. Carson 1311 NW 86th Street Vancouver, Washington 98665 Re: Employment Agreement Dear Mr. Carson: This letter agreement (this "Agreement") sets forth the terms and conditions of your employment with ALEC Holdings, Inc. ("Holdings") and its wholly-owned subsidiary, ALEC Acquisition Corporation ("the Subsidiary"), effective as of the first to occur of the date of consummation of (a) the transactions contemplated by the Purchase Agreement, by and among the Subsidiary, CenturyTel of the Northwest, Inc. and CenturyTel Wireless, Inc., dated as of August 14, 1998 and (b) the transactions cont

Peninsula Cellular Services Inc – EXCHANGE AND REGISTRATION RIGHTS AGREEMENT (July 7th, 1999)

Exhibit 10.1 EXECUTION COPY ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC. $150,000,000 9 3/8% Senior Subordinated Notes due 2009 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT May 14, 1999 Chase Securities Inc. CIBC World Markets Corp. Credit Suisse First Boston Corporation c/o Chase Securities Inc. 270 Park Avenue, 4th floor New York, New York 10017 Ladies and Gentlemen: Alaska Communications Systems Holdings, Inc. (formerly known as ALEC Acquisition Corporation), a Delaware corporation (the "Company"), proposes to issue and sell to Chase Securities Inc. ("CSI"), CIBC World Markets Corp., and Credit Suisse First Boston Corporation (together with CSI, the "Initial Purchasers"), u

Peninsula Cellular Services Inc – EXCHANGE AND REGISTRATION RIGHTS AGREEMENT (July 7th, 1999)

Exhibit 10.2 ALEC HOLDINGS, INC. $46,928,435.00 Senior Discount Debentures due 2011 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT May 14, 1999 DLJ Investment Partners, L.P. DLJ Investment Funding, Inc. DLJ ESC II L.P. c/o DLJ Investment Partners, Inc. 277 Park Avenue New York, New York 10172 Ladies and Gentlemen: ALEC Holdings, Inc., a Delaware corporation (the "Holdings"), proposes to issue and sell to DLJ Investment Partners, L.P., DLJ Investment Funding, Inc. and DLJ ESC II L.P. (together, the "Initial Purchasers"), upon the terms and subject to the conditions set forth in a purchase agreement dated May 11, 1999 (the "Purchase Agreement"), $46,928,435.00 aggregate principal amount of its Senior Discount Debentures due 2011 (t

Peninsula Cellular Services Inc – PURCHASE AGREEMENT (July 7th, 1999)

Exhibit 4.4 ALEC HOLDINGS, INC. $46,928,436.63 Senior Discount Debentures due 2011 and Warrants PURCHASE AGREEMENT May 11, 1999 DLJ Investment Partners, L.P. DLJ Investment Funding, Inc. DLJ ESC II, L.P. c/o DLJ Investment Partners, Inc. 277 Park Avenue New York, New York 10172 Ladies and Gentlemen: ALEC Holdings, Inc., a Delaware corporation ("Holdings"), proposes to issue and sell $46,928,436.63 aggregate principal amount of its Senior Discount Debentures due 2011 (the "Debentures") and warrants (the "Warrants," and together with the Debentures, the "Securities") to purchase at an exercise price of $0.01, shares of common stock (the "Warrant Shares"), par value $0.01 per share

Peninsula Cellular Services Inc – INDENTURE (July 7th, 1999)

Exhibit 4.1 EXECUTION COPY ================================================================================ ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC. 9 3/8% Senior Subordinated Notes due 2009 --------------- INDENTURE Dated as of May 14, 1999 --------------- IBJ WHITEHALL BANK & TRUST COMPANY, Trustee ================================================================================ TABLE OF CONTENTS Page ----

Peninsula Cellular Services Inc – Re: Employment Agreement (July 7th, 1999)

EXHIBIT 10.7 STRICTLY CONFIDENTIAL ALEC HOLDINGS, INC. 510 L STREET, SUITE 500 ANCHORAGE, AK 99501 April 10, 1999 Mr. Michael E. Holmstrom 510 L Street, Suite 500 Anchorage, Alaska 99501 Re: Employment Agreement Dear Mr. Holmstrom: This letter agreement (this "Agreement") sets forth the terms and conditions of your employment with ALEC Holdings, Inc. ("Holdings") and its wholly-owned subsidiary, Alaska Communications Systems Holdings, Inc. ("Subsidiary"), effective as of the first to occur of the date of consummation of (a) the transactions contemplated by the Purchase Agreement, by and among the Subsidiary, CenturyTel of the Northwest, Inc. and CenturyTel Wireless, Inc., dated as of August 14, 1998 and (b

Peninsula Cellular Services Inc – Re: Employment Agreement (July 7th, 1999)

EXHIBIT 10.8 STRICTLY CONFIDENTIAL ALEC ACQUISITION CORPORATION 100 W. 11Th STREET VANCOUVER, WA 98660 February 6, 1999 Mr. Michael L. Schuh 215 NE 299th Street Ridgefield, Washington 98642 Re: Employment Agreement Dear Mr. Schuh: This letter agreement (this "Agreement") sets forth the terms and conditions of your employment with ALEC Acquisition Corporation ("ALEC" or the "Company"), effective as of the first to occur of the date of consummation of (a) the transactions contemplated by the Purchase Agreement, by and among ALEC Acquisition Sub Corp, which is a subsidiary of ALEC, CenturyTel of the Northwest, Inc. and CenturyTel Wireless, Inc., dated as of August 14, 1998 and (b) the transactions contemplated by

Peninsula Cellular Services Inc – 1999 STOCK INCENTIVE PLAN (July 7th, 1999)

Exhibit 10.10 ALEC HOLDINGS, INC. 1999 STOCK INCENTIVE PLAN SECTION 1. Purpose; Definitions The purpose of the Plan is to give ALEC Holdings, Inc. (the "Company") and its Affiliates (as defined below) a competitive advantage in attracting, retaining and motivating officers, employees, non-employee directors and consultants, and to provide the Company and its subsidiaries or Affiliates with a stock plan providing incentives linked to the financial results of the Company's businesses and increases in shareholder value. For purposes of the Plan, the following terms are defined as set forth below: "Affiliate" of a Person means a Person directly or indirectly controlled by, controlling or under common control with such Person. "Award" means a Stock Appreciation Right, Stock Option or Restricted Stock

Peninsula Cellular Services Inc – Re: Employment Agreement (July 7th, 1999)

EXHIBIT 10.9 STRICTLY CONFIDENTIAL ALASKA COMMUNICATIONS SYSTEMS HOLDINGS, INC. 510 L. STREET, SUITE 500 ANCHORAGE, AK 99501 April 8, 1999 Mr. Dean A. Ryland 311 Monterey Way Vancouver, Washington 98661 Re: Employment Agreement Dear Mr. Ryland: This letter agreement (this "Agreement") sets forth the terms and conditions of your employment with Alaska Communications Systems Holdings, Inc. ("ACSHI" or the "Company"), a wholly-owned subsidiary of ALEC Holdings, Inc. ("Holdings"), effective as of the first to occur of the date of consummation of (a) the transactions contemplated by the Purchase Agreement, by and among ALEC Acquisition Sub Corp, which is a subsidiary of ACSHI, Cen

Peninsula Cellular Services Inc – Re: Employment Agreement (July 7th, 1999)

EXHIBIT 10.5 STRICTLY CONFIDENTIAL ALEC HOLDINGS, INC. 100 W. 11TH STREET VANCOUVER, WA 98660 March 12, 1999 Mr. Charles E. Robinson 29417 N.W. 11th Avenue Ridgefield, Washington 98642 Re: Employment Agreement Dear Mr. Robinson: This letter agreement (this "Agreement") sets forth the terms and conditions of your employment with ALEC Holdings, Inc. ("Holdings") and its wholly-owned subsidiary, ALEC Acquisition Corporation ("the Subsidiary"), effective as of the first to occur of the date of consummation of (a) the transactions contemplated by the Purchase Agreement, by and among the Subsidiary, CenturyTel of the Northwest, Inc. and CenturyTel Wireless, Inc. ("Century"), dated as of August 14, 1998 and

Peninsula Cellular Services Inc – INDENTURE (July 7th, 1999)

Exhibit 4.3 ================================================================================ ALEC HOLDINGS, INC. Senior Discount Debentures due 2011 --------- INDENTURE Dated as of May 14, 1999 THE BANK OF NEW YORK Trustee ================================================================================ TABLE OF CONTENTS Page ---- ARTICLE I Definitions and Incorporation by Reference SECTION 1.01. Definitions .............................................

Peninsula Cellular Services Inc – CREDIT AGREEMENT (July 7th, 1999)

Exhibit 10.3 EXECUTION COPY ================================================================================ CREDIT AGREEMENT dated as of May 14, 1999, among ALEC Holdings, Inc., Alaska Communications Systems Holdings, Inc. (formerly ALEC Acquisition Corporation), The Lenders Party Hereto, THE CHASE MANHATTAN BANK, as Administrative Agent and Collateral Agent, CANADIAN IMPERIAL BANK OF COMMERCE, as Syndication Agent, and