as of February 13, 2004
GCI Holdings, Inc.
2550 Denali Street
Suite 1000
Anchorage, Alaska 99503
Ladies and Gentlemen:
Reference is hereby made to that certain Credit, Guaranty, Security and
Pledge Agreement, dated as of October 30, 2003 (as the same has been amended,
supplemented or otherwise modified, renewed or replaced from time to time, the
"Credit Agreement"), among GCI Holdings, Inc., an Alaska corporation (the
"Borrower"), the guarantors referred to therein (the "Guarantors"), the lenders
referred to therein (the "Lenders"), Credit Lyonnais New York Branch, as
administrative agent for the Lenders, issuing bank, co-bookrunner and
co-arranger (the "Administrative Agent), General Electric Capital Corporation,
as documentation agent, co-arranger and co-bookrunner, and CIT Lending Services
Corporation, as syndication agent. Capitalized terms used herein and not
otherwise defined are used herein as defined in the Credit Agreement.
In connection with the issuance of the 2004 Senior Notes, the Borrower
is conducting a Consent Solicitation and Tender Offer for the 1997 Senior Notes.
All 1997 Senior Notes that are tendered in accordance with such Tender Offer
will be paid off concurrently with the closing of the 2004 Senior Notes
offering. All of the 1997 Senior Notes that are not tendered will be called for
redemption by the Borrower in accordance with the Indenture; however, compliance
with the redemption notice requirements in the Indenture will result in a delay
of up to sixty (60) days before final payment of some of the 1997 Senior Notes
is made. As a result of such delay, the Borrower's Total Indebtedness will
increase during the overlap period between the redemption of the outstanding
1997 Senior Notes and the issuance of the 2004 Senior Notes, and the Borrower is
hereby requesting that the Required Lenders waive compliance with Section 6.11
during such overlap period.
At the request of the Borrower, the Required Lenders hereby waive any
violation of Section 6.11 solely to the extent that such covenant is violated
because the 1997 Senior Notes that have been called for redemption in accordance
with the Indenture remain outstanding and for which cash or Cash Equivalents
sufficient to pay the redemption price have been deposited with the Indenture
trustee, in the Cash Collateral Account or otherwise set aside for such purpose
in a manner satisfactory to the Administrative Agent. Such waiver shall be
effective only for so long as (a) cash or Cash Equivalents sufficient to pay the
redemption price have been deposited with the Indenture trustee, in the Cash
Collateral Account or otherwise set aside for such purpose in a manner
satisfactory to the Administrative Agent, and (b) such events are not prohibited
by
the Indenture or the indenture for the 2004 Senior Notes, and such waiver shall
expire as of the close of business on April 30, 2004.
This waiver may be executed in counterparts, each of which shall
constitute an original, but all of which when taken together, shall constitute
one and the same instrument.
This waiver shall become effective when the Administrative Agent shall
have received executed counterparts of this waiver that, when taken together,
bear the signatures of the Borrower, the Guarantors, the Administrative Agent
and the Required Lenders.
This waiver shall not be construed as extending to any other matter,
similar or dissimilar, or entitling the Borrower to any future consents or
waivers regarding similar matters or otherwise.
Except to the extent expressly set forth above, this letter does not
constitute a waiver or modification of any provision of the Credit Agreement or
a waiver of any Default or Event of Default, whether or not known to the
Administrative Agent or the Lenders. Except as expressly modified herein, all
terms of the Credit Agreement remain in full force and effect.
THIS CONSENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.
Very truly yours,
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Waiver Letter
to be duly executed as of the date first written.
BORROWER:
GCI HOLDINGS, INC.
By: /s/
Name: John M. Lowber
Title: Senior Vice President and Chief
Financial Officer
GUARANTORS:
FIBER HOLD CO., INC.
GCI CABLE, INC.
GCI COMMUNICATION CORP.
GCI FIBER CO., INC.
GCI FIBER COMMUNICATION CO., INC.
GCI, INC.
POTTER VIEW DEVELOPMENT CO., INC.
WOK 1, INC.
WOK 2, INC.
By: /s/
Name: John M. Lowber
Title: Secretary/Treasurer
ALASKA UNITED FIBER SYSTEM
PARTNERSHIP
By: GCI Fiber Co., Inc., its general
partner
By: /s/
Name: John M. Lowber
Title: Secretary/Treasurer
By: Fiber Hold Co., Inc., its general
partner
By: /s/
Name: John M. Lowber
Title: Secretary/Treasurer
Signature Page to Waiver Letter
LENDERS:
CREDIT LYONNAIS NEW YORK
BRANCH
individually and as
Administrative Agent,
Issuing Bank, Co-Bookrunner
and Co-Arranger
By: /s/
Name: Jeremy Horn
Title: Vice President
CIT LENDING SERVICES CORPORATION,
individually and as
Syndication Agent
By: /s/
Name: Michael V. Monahan
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION,
individually and as Documentation Agent,
Co-Arranger and Co-Bookrunner
By: /s/
Name: Bhupesh Gupta
Title: Duly Authorized Signatory
Signature Page to Waiver Letter
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/
Name: Marc Berg
Title: Authorized Signatory
Signature Page to Waiver Letter
COBANK, ACB
By: /s/
Name: Theodore Koerner
Title: VP
Signature Page to Waiver Letter
CREDIT INDUSTRIEL ET COMMERCIAL
By: /s/
Name: Marcus Edward
Title: Vice President
By: /s/
Name: Anthony Rock
Title: Vice President
Signature Page to Waiver Letter
FOOTHILL INCOME TRUST, L.P.,
By: FIT GP, LLC,
Its General Partner
By: /s/
Name: Mike Bohannon
Title: Managing Member
Signature Page to Waiver Letter
TORONTO DOMINION (TEXAS), INC.
By: /s/
Name: Jill Hall
Title: Vice President
Signature Page to Waiver Letter
WELLS FARGO BANK ALASKA, N.A.
By: /s/
Name: Brent Ulmer
Title: Vice President
Signature Page to Waiver Letter
AIM FLOATING RATE FUND
By: INVESCO Senior Secured Management,
Inc.,
As Sub Advisor
By: /s/
Name: Scott Baskind
Title: Authorized Signatory
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management,
Inc.,
As Portfolio Advisor
By: /s/
Name: Scott Baskind
Title: Authorized Signatory
AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured Management,
Inc.,
As Portfolio Advisor
By: /s/
Name: Scott Baskind
Title: Authorized Signatory
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management,
Inc.,
As Investment Advisor
By: /s/
Name: Scott Baskind
Title: Authorized Signatory
Signature Page to Waiver Letter
DIVERSIFIED CREDIT PORTFOLIO LTD.
By: INVESCO Senior Secured Management,
Inc.,
As Investment Advisor
By: /s/
Name: Scott Baskind
Title: Authorized Signatory
INVESCO EUROPEAN CDO I.S.A.
By: INVESCO Senior Secured Management,
Inc.,
As Collateral Manager
By: /s/
Name: Scott Baskind
Title: Authorized Signatory
SAGAMORE CLO LTD.
By: INVESCO Senior Secured Management,
Inc.,
As Collateral Manager
By: /s/
Name: Scott Baskind
Title: Authorized Signatory
SEQUILS-LIBERTY, LTD.
By: INVESCO Senior Secured Management,
Inc.,
As Collateral Manager
By: /s/
Name: Scott Baskind
Title: Authorized Signatory
Signature Page to Waiver Letter
AMMC CDO I, Limited
By: American Money Management Corp.,
as Collateral Manager
By: /s/
Name: David P. Meyer
Title: Vice President
AMMC CDO II, Limited
By: American Money Management Corp.,
as Collateral Manager
By: /s/
Name: David P. Meyer
Title: Vice President
Signature Page to Waiver Letter
FRANKLIN CLO I, LIMITED
By: /s/
Name: Tyler Chan
Title: Vice President
FRANKLIN CLO II, LIMITED
By: /s/
Name: Tyler Chan
Title: Vice President
FRANKLIN CLO III, LIMITED
By: /s/
Name: Tyler Chan
Title: Vice President
FRANKLIN CLO IV, LIMITED
By: /s/
Name: Tyler Chan
Title: Vice President
Signature Page to Waiver Letter
FRANKLIN FLOATING RATE DAILY ACCESS FUND
By: /s/
Name: Tyler Chan
Title: Asst. Vice President
FRANKLIN FLOATING RATE MASTER SERIES
By: /s/
Name: Tyler Chan
Title: Asst. Vice President
FRANKLIN FLOATING RATE TRUST
By: /s/
Name: Tyler Chan
Title: Asst. Vice President
FRANKLIN TEMPLETON LIMITED DURATION
INCOME TRUST
By: /s/
Name: Tyler Chan
Title: Asst. Vice President
Signature Page to Waiver Letter
ING PRIME RATE TRUST
By: Aeltus Investment Management, Inc.,
as its Investment Manager
By: /s/
Name: Mohamed Basma
Title: Vice President
ING SENIOR INCOME FUND
By: Aeltus Investment Management, Inc.,
as its Investment Manager
By: /s/
Name: Mohamed Basma
Title: Vice President
ML CLO XV PILGRIM AMERICA (CAYMAN) LTD.
By: ING Investments, LLC,
as its Investment Manager
By: /s/
Name: Mohamed Basma
Title: Vice President
Signature Page to Waiver Letter
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.
By: ING Investments, LLC,
as its Investment Manager
By: /s/
Name: Mohamed Basma
Title: Vice President
PILGRIM AMERICA HIGH INCOME INVESTMENTS
LTD.
By: ING Investments, LLC,
as its Investment Manager
By: /s/
Name: Mohamed Basma
Title: Vice President
PILGRIM CLO 1999-I LTD.
By: ING Investments, LLC,
as its Investment Manager
By: /s/
Name: Mohamed Basma
Title: Vice President
Signature Page to Waiver Letter
LCM I Limited Partnership
By: Lyon Capital Management LLC,
as Collateral Manager
By: /s/
Name: LYON CAPITAL MANAGEMENT LLC
Title: Farboud Tavangar
Senior Portfolio Manager
LCM II Limited Partnership
By: Lyon Capital Management LLC,
as Attorney in Fact
By: /s/
Name: LYON CAPITAL MANAGEMENT LLC
Title: Farboud Tavangar
Senior Portfolio Manager
Signature Page to Waiver Letter
LONG LANE MASTER TRUST IV
By: Fleet National Bank
as Trust Administrator As Designee
By: /s/
Name: David Lundberg
Title: VP
Signature Page to Waiver Letter
SEABOARD CLO 2000 LTD.
By: David L. Babson & Company Inc.
as Collateral Manager
By: /s/
Name: David P. Wells, CFA
Title: Managing Director