CONSENT AND FIRST AMENDMENT
January 27, 1998
TO MEMBERS ON THE ATTACHED DISTRIBUTION LIST:
Re: Credit Agreements dated November 14, 1997 between GCI Holdings, Inc.
("Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the
"Administrative Agent"), Credit Lyonnais New York Branch, as
Documentation Agent (the "Documentation Agent"), and TD
Securities(USA), Inc., as Syndication Agent (the "Syndication Agent"),
and the other Lenders party thereto (the "Credit Agreements")
Gentlemen:
Capitalized terms used herein but not defined, shall have the meaning
ascribed thereto in the Credit Agreements. Borrower has informed the
Administrative Agent that it seeks to make changes to certain Project Agreements
which were previously distributed to the Lenders. Pursuant to the terms of the
Credit Agreements, the consent of the Majority Lenders is required with respect
to certain changes to the Completion Guaranty, draft dated January 27, 1998 (the
"Changes"). In addition, certain Restricted Subsidiaries of Borrower seek to
enter into a Fiber Exchange Agreement, the GCI Subordination Agreement, the AU
Subordination Agreement, and General Contractor Agreement as described on the
attached Exhibit A (the "Additional Agreements") and have requested that these
Additional Agreements be permitted under Section 7.09 of the Credit Agreement
and that Schedule 1.01B attached as Exhibit A supersede and replace Schedule
1.10B currently attached to the Credit Agreement. Finally, the Administrative
Agent seeks to enter into a Non-Disturbance Agreement with Credit Lyonnais New
York Branch, as Administrative Agent under the AUSP Credit Agreement (the
"Non-Disturbance Agreement").
Lenders hereby (i) consent to the Changes, (ii) confirm that the draft
of the Project Agreements described on Exhibit A shall be the drafts referred to
in the definition of "Project Agreements" in the Credit Agreements, (iii) agree
that the Additional Agreements shall be permitted under Section 7.09 of the
Credit Agreement, and Schedule 1.01B attached as Exhibit A shall supersede and
replace Schedule 1.10B currently attached to the Credit Agreement, and (iv)
consent to the execution, delivery, and performance by the Administrative Agent
of the Additional Agreements to which it is a party and the Non-Disturbance
Agreement.
By the Borrower's acknowledgement and agreement herewith, the Borrower
hereby represents and warrants that no Event of Default or Default exists. The
Borrower furthermore acknowledges that nothing in this Consent and First
Amendment (i) shall affect the Borrower's obligations under the Credit
Agreements or the other Loan Papers executed in connection therewith, which
remain valid, binding and enforceable, except as amended hereby, or (ii) shall
constitute a waiver by the undersigned of any of its rights or remedies, now or
at any time in the future, with respect to any requirement under the Credit
Agreements or the other Loan Papers or with respect to an Event of Default or
Default, occurring now or at any time in the future.
This Consent and First Amendment shall be a "Loan Paper" as defined in
the Credit Agreements.
This Consent and First Amendment may be executed in counterparts (and
by different parties hereto on different counterparts), each of which shall
constitute an original but all of which when taken together shall constitute a
single contract. Delivery of an executed signature page to this Consent and
First Amendment by facsimile transmission shall be as effective as delivery of a
manually signed counterpart of this Consent and First Amendment.
THIS WRITTEN CONSENT AND FIRST AMENDMENT TOGETHER WITH THE CREDIT
AGREEMENT AND THE LOAN PAPERS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL ARGUMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.
Please sign in the space below to acknowledge your consent and
agreement with the foregoing.
NATIONSBANK OF TEXAS, N.A., as
Administrative Agent
/s/
By: Whitney L. Busse
Its: Vice President
CREDIT LYONNAIS NEW YORK BRANCH, as
Documentation Agent
/s/
By: Mark D. Thorsheim
Its: Vice President
TD SECURITIES (USA), INC., as Syndication
Agent
/s/
By: David G. Parker
Its: Vice President
Acknowledged and Agreed:
NATIONSBANK OF TEXAS, N.A.,
Individually, as a Lender
/s/
By: Whitney L. Busse
Its: Vice President
TORONTO DOMINION (TEXAS), INC.,
Individually as a Lender
/s/
By: Jimmy Simien
Its: Vice President
CREDIT LYONNAIS NEW YORK BRANCH, Individually as a Lender
/s/
By: Mark D. Thorsheim
Its: Vice President
COBANK, ACB, Individually as a Lender
/s/
By: John McFarlane
Its: Vice President
By:
Its:
BANQUE PARIBAS, Individually as a Lender
/s/
By: Thomas Brandt
Its: Vice President
/s/
By: David Pastre
Its: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION,
Individually as a Lender
/s/
By: William D. Strittmatter
Its: Vice President
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.,
LOS ANGELES AGENCY, Individually as a Lender
/s/
By: T. Morgan Edwards II
Its: Deputy General Manager
UNION BANK OF CALIFORNIA, N.A., Individually
as a Lender
/s/
By: Sonia L. Isaacs
Its: Vice President
BANK OF HAWAII, Individually as a Lender
/s/
By: Elizabeth O. MacLean
Its: Vice President
THE BANK OF NEW YORK, Individually as a Lender
/s/
By: Edward F. Ryan, Jr.
Its: Senior Vice President
BANQUE NATIONALE DE PARIS, Individually as a Lender
/s/
By: Serge Desrayaud
Its: Vice President
/s/
By: Marcus C. Jones
Its: Vice President
CITY NATIONAL BANK, Individually as a Lender
/s/
By: Rod P. Bollins
Its: Vice President
FIRST NATIONAL BANK OF MARYLAND, Individually
as a Lender
/s/
By: Christoper L. Smith
Its: Vice President
FLEET NATIONAL BANK, Individually as a Lender
/s/
By: Chris Swindell
Its: Vice President
THE FUJI BANK, LIMITED, LOS ANGELES AGENCY,
Individually as a Lender
/s/
By: Masahito Fukuda
Its: Joint General Manager
THE SUMITOMO BANK, LIMITED, Individually
as a Lender
/s/
By: Goro Hirai
Its: Joint General Manager
NATIONAL BANK OF ALASKA, Individually
as a Lender
/s/
By: Particia Jelley Benz
Its: Vice President
GCI HOLDINGS, INC.
/s/
By: John M. Lowber
Its: Secretary/Treasurer
EXHIBIT A
SCHEDULE 1.01B
AUSP FINANCING AGREEMENTS; PROJECT AGREEMENTS
Credit and Security Agreement dated as of January 27, 1998, among
Alaska United Fiber System Partnership as Borrower, and the Lenders referred to
therein, and Credit Lyonnais New York Branch as Administrative Agent,
NationsBank of Texas, N.A. as Syndication Agent and TD Securities (USA) Inc. as
Documentation Agent.
Completion Guaranty dated as of January 27, 1998, by GCI Holdings,
Inc., as Guarantor in favor of Credit Lyonnais New York Branch as Administrative
Agent for the Lenders referred to therein.
Subordination Agreement dated as of January 27, 1998, among Alaska
United Fiber System Partnership, GCI Holdings, Inc., GCI Transport Co., Inc.,
and Credit Lyonnais New York Branch as Administrative Agent for the Lenders
referred to therein.
Operation and Maintenance Contract dated as of January 27, 1998,
between Alaska United Fiber System Partnership and GCI Communication Corp.
Depositary Agreement dated as of January 27, 1998, between Alaska
United Fiber System Partnership and Credit Lyonnais New York Branch as
Administrative Agent for the Lenders referred to therein.
Intercompany Notes by Alaska United Fiber System Partnership to the GCI
Holdings, Inc.
Lease Agreement dated as of January 27, 1998, between GCI Communication
Corp. as Lessee, and Alaska United Fiber System Partnership as Lessor.
Lease Guaranty Agreement dated as of January 27, 1998, among GCI
Holdings, Inc., Alaska United Fiber System Partnership and Credit Lyonnais New
York Branch as Administrative Agent.
Operating Keep Well Agreement dated as of January 27, 1998, among GCI
Holdings, Inc., Alaska United Fiber System Partnership, and Credit Lyonnais New
York Branch as Administrative Agent.
Subordination Agreement dated as of January 27, 1998, among GCI Cable,
Inc., Credit Lyonnais New York Branch, as Administrative Agent under the AUSP
Credit Agreement, and NationsBank of Texas, N.A., as Administrative Agent.
Subordination Agreement dated as of January 27, 1998, among Alaska
United Fiber System Partnership, Credit Lyonnais New York Branch, as
Administrative Agent under the AUSP Credit Agreement, and NationsBank of Texas,
N.A., as Administrative Agent.