Exhibit 10.106
FIRST AMENDMENT TO
AIRCRAFT LEASE AGREEMENT
THIS FIRST AMENDMENT TO AIRCRAFT LEASE AGREEMENT ("Amendment") is dated
effective as of February 8, 2002 ("Effective Date"), and is entered into between
GCI COMMUNCIATION CORP., an Alaska corporation ("GCI" and "Lessee") and 560
COMPANY, INC., an Alaska corporation ("Lessor").
WITNESSETH:
WHEREAS, GCI and Lessor entered into an Aircraft Lease Agreement dated as of
January 22, 2001 ("Agreement");
WHEREAS, the Agreement relates to the following-described aircraft, together
with all equipment and accessories attached thereto or used in connection
therewith (collectively, "Aircraft"):
Make/model: Cessna Citation V (C560)
Registration: N560ER
Serial no.: 560-0003
Engines: Pratt & Whitney JT15D-5A
Serial no.: Left 108003 Right 108535
WHEREAS, the parties have agreed that certain provisions of the Agreement be
amended upon the terms and conditions set forth below;
NOW, THEREFORE, for valuable consideration hereby acknowledged, the parties
agree as follows:
SECTION 1. Definitions, Generally. Unless specifically defined or redefined
below, capitalized terms used herein shall have the meanings ascribed thereto in
the Agreement.
SECTION 2. Amendment to Section 3A. Section #3A of the Agreement shall be
amended and restated in its entirety as follows:
A. Effective as of January 1, 2002, GCI shall pay rent to Lessor at the
rate of US$50,000.00 per month "dry" plus sales/use tax if applicable,
without demand, offset, deduction or counterclaim. Payments of each
month's rental shall be made on or before the first (1st ) day of each
month, in advance. The monthly rental payment for the first and last
month shall be prorated on an actual day's basis, and any unused funds
after a proper termination shall be refunded to Lessee in full except as
otherwise provided herein.
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SECTION 3. Amendment to Section 3B. Section #3B of the Agreement shall be
amended and restated in its entirety as follows:
B. In addition to the monthly payment, GCI shall grant to Lessor an option
to purchase 250,000 shares of General Communication, Inc., Class A
Common Stock ("Stock"), no par value, at $6.50 per share, in the form
set forth as Exhibit A hereto. Lessor may sell to GCI the Stock arising
from such option, so long as all proceeds from any such sale are used
first to retire the Deposit (defined in Section 3C below).
Alternatively, if Lessor desires not to exercise the option, Lessor may
surrender the right to purchase all or a portion of the Stock subject to
the option agreement to GCI, whereupon the "in the money" value
(calculated by reference to the closing price of the GCI Class A common
stock on the day immediately preceding the surrender) of the underlying
option Stock surrendered shall be applied first toward repayment of the
Deposit, with any remainder paid in cash to 560 Company. Any such sales
of Stock, or such application of the "in the money" value of the Stock,
to GCI shall be subject to all the covenants and limitations set forth
in GCI and its affiliates' debt and preferred stock instruments, both
those currently outstanding and any and all subsequently executed. If
GCI (or its affiliates) is unable to obtain a waiver of any covenant or
restriction that would prohibit such a Stock repurchase, then GCI's
obligation to complete such a repurchase shall be waived unless and
until such time as a repurchase is permissible.
SECTION 4. Amendment to Section 3C. Section #3C of the Agreement shall be
amended and restated in its entirety as follows:
C. In addition to the above payments, GCI shall provide Lessor with a one
million five hundred thousand dollars ($1,500,000) deposit for the
Aircraft's usage hereunder ("Deposit"). Lessor may utilize the Deposit
for its general working capital needs. Upon the earlier of (i) six (6)
months after the Agreement terminates, or (ii) nine (9) months after the
date of the termination notice, Lessor shall repay the Deposit to GCI,
without interest (except as set forth in Section 14), and in addition to
any rental rebate amount owing under Section 2.
SECTION 5. New Section 8D. A new Section #8D is hereby added to the Agreement as
follows:
D. In the event that GCI is unable to or elects not to purchase the
insurance coverage specified in this Section 8, GCI hereby agrees to
indemnify Lessor for any difference between the amount of insurance
actually acquired and the amount of insurance required by this
Agreement.
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SECTION 6. Entire Agreement; Ratification. THE AGREEMENT AND THIS AMENDMENT
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENT OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. EXCEPT AS MODIFIED
OR SUPPLEMENTED HEREBY, THE AGREEMENT AND ALL OTHER DOCUMENTS AND AGREEMENTS
EXECUTED IN CONNECTION THEREWITH SHALL CONTINUE IN FULL FORCE AND EFFECT.
SECTION 7. Counterparts. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument. In making proof hereof, it shall not be necessary to produce or
account for any counterpart other than one signed by the party against which
enforcement is sought.
IN WITNESS WHEREOF, this Amendment is executed as of the Effective Date.
GCI HOLDINGS, INC.
By:
/s/
John M. Lowber
Senior Vice President, CFO & Treasurer
560 COMPANY, INC.
By:
/s/
Ronald A. Duncan, President
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