{"id":42063,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/aircraft-lease-agreement-gci-communication-corp-general.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"aircraft-lease-agreement-gci-communication-corp-general","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/aircraft-lease-agreement-gci-communication-corp-general.html","title":{"rendered":"Aircraft Lease Agreement – GCI Communication Corp. (General Communication Inc.) and 560 Company, Inc."},"content":{"rendered":"

SECOND AMENDED AND RESTATED<\/strong><\/p>\n

\n

AIRCRAFT LEASE AGREEMENT<\/strong><\/p>\n

\n<\/p>\n

This Second Amended and Restated Aircraft Lease Agreement (“Agreement”) is
\nmade effective as of May 9, 2011 (“Effective Date”), between GCI Communication
\nCorp., an Alaska corporation (“GCI” or “Lessee”) and 560 Company, Inc., an
\nAlaska corporation (“Lessor”).<\/p>\n<\/p>\n<\/p>\n

WHEREAS, effective as of January 1, 2001, GCI and Lessor entered into an
\nAircraft Lease Agreement (“Lease”) regarding the following-described aircraft
\n(“Citation”), which aircraft has subsequently been sold and is no longer subject
\nto this Lease:<\/p>\n<\/p>\n\n\n\n
\n

Make\/model:<\/p>\n<\/td>\n

\n

Cessna Citation V (C560)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n

Registration:<\/p>\n<\/td>\n

\n

N560ER<\/p>\n<\/td>\n<\/tr>\n

\n

Serial no.:<\/p>\n<\/td>\n

\n

560-0003<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

Engines:<\/p>\n<\/td>\n

\n

Pratt & Whitney JT 15D-5A<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

Serial no.:<\/p>\n<\/td>\n

\n

Left 108003 Right 108535<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

WHEREAS, the Lease was superseded by that Amended and Restated Aircraft Lease
\nAgreement effective as of February 25, 2005 and that Amendment No. 1 to the
\nAmended and Restated Lease Agreement dated as of December 27, 2010
\n(collectively, “First Restatement”) to add a new aircraft, together with all
\nequipment and accessories attached thereto or used in connection therewith
\n(collectively, “Astra”):<\/p>\n<\/p>\n<\/p>\n\n\n\n\n
\n

Make\/model:<\/p>\n<\/td>\n

\n

1997 Israel Aircraft Industries Astra SPX<\/p>\n<\/td>\n<\/tr>\n

\n

Registration:<\/p>\n<\/td>\n

\n

N89HS<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

Serial no.:<\/p>\n<\/td>\n

\n

89<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

Engines:<\/p>\n<\/td>\n

\n

Garrett Ai Research Jet Engine, Model No. TFE-731-40R-200G<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

Serial no.:<\/p>\n<\/td>\n

\n

P113126 + P113125<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

WHEREAS, the parties wish to supersede the First Restatement with this Second
\nAmended and Restated Aircraft Lease Agreement, to add the following-described
\nnew aircraft, together with all equipment and accessories attached thereto or
\nused in connection therewith (collectively, “Challenger”):<\/p>\n<\/p>\n\n\n\n
\n

Make\/model:<\/p>\n<\/td>\n

\n

CL 600-2B16 (Challenger 604)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n

Registration:<\/p>\n<\/td>\n

\n

N134WN<\/p>\n<\/td>\n<\/tr>\n

\n

Serial no.:<\/p>\n<\/td>\n

\n

560-0003<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

Engines:<\/p>\n<\/td>\n

\n

General Electric CF 34-3B<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
\n

Serial no.:<\/p>\n<\/td>\n

\n

872151 and 872150<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

WHEREAS, Lessor is the owner of the Astra and the Challenger (collectively,
\n“Aircraft”), Lessee desires to dry lease the Aircraft from Lessor, and Lessor is
\nwilling to dry lease the Aircraft to Lessee, on a non-exclusive basis, on the
\nterms and conditions set forth in this Agreement;<\/p>\n<\/p>\n<\/p>\n

Now, therefore, Lessor and Lessee agree as follows:<\/p>\n<\/p>\n<\/p>\n\n\n\n
\n

1.<\/p>\n<\/td>\n

\n

[IntentionallyOmitted]<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

2. <\/strong><\/p>\n<\/td>\n

\n

Term<\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

A.<\/p>\n<\/td>\n

\n

The initial term of this Agreement shall be for thirty (30) days and shall
\ncommence on the Effective Date. This Agreement shall continue unless terminated
\npursuant to any provision of this Agreement. Either Lessee or Lessor may
\nterminate this Agreement upon twelve (12) months153 written notice as set forth in
\nSection 17, and as follows: If GCI elects to terminate this Agreement, Lessor
\nmay within five (5) business days of the date of such notice provide GCI with
\nwritten notice of Lessor153s intent to put the Challenger up for sale. Then, this
\nAgreement shall terminate upon the earlier of (i) the later sale date of both
\nAircraft, or (ii) twelve (12) months from the date of GCI153s termination notice.
\nIf Lessor fails to give notice of its intent to sell the Aircraft within such
\nfive (5) business days, then this Agreement shall terminate twelve (12) months
\nfrom the date of GCI153s written notice of its intent to terminate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

B.<\/p>\n<\/td>\n

\n

Notwithstanding the provisions of Section 2(A), GCI may elect to terminate
\nits use of the Astra upon ninety (90) days153 written notice as set forth in
\nSection 17, and as follows: If GCI elects to terminate this Agreement as to the
\nAstra only, Lessor may within five (5) business days of the date of such notice
\nprovide GCI with written notice of Lessor153s intent to put the Astra up for sale.
\nThen, GCI obligations hereunder relating to the Astra (other than the indemnity
\nprovisions of Section 13) shall terminate upon the earlier of (i) the sale date
\nof the Astra, or (ii) ninety (90) days from the date of GCI153s termination notice
\nas to the Astra.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

3. Payments to Lessor<\/strong>.<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

A.<\/p>\n<\/td>\n

\n

GCI shall pay rent to Lessor at the dry lease rate of (a) forty-five thousand
\ndollars (US $45,000.00) per month on the Astra and (b) one hundred thirty-two
\nthousand dollars (US $132,000.00) per month on the Challenger, plus sales\/use
\ntax if applicable, without demand, offset, deduction or counterclaim. Payments
\nof each month153s rental shall be made on or before the first (1st) day of each
\nmonth, in advance. The monthly rental payment for the first and last month shall
\nbe prorated on an actual day’s basis, and any unused funds after a proper
\ntermination shall be refunded to Lessee in full except as otherwise provided
\nherein.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

B.<\/p>\n<\/td>\n

\n

In addition to the above payments, GCI previously provided Lessor with a one
\nmillion five hundred thousand dollar ($1,500,000.00) damage deposit for the
\nAircraft153s usage hereunder (“Deposit”). Not later than six (6) months after the
\nAgreement terminates, Lessor shall repay the Deposit to GCI.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

4.<\/p>\n<\/td>\n

\n

Use<\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

A.<\/p>\n<\/td>\n

\n

Lessor hereby grants to Lessee the nonexclusive right to use the Aircraft on
\nthe terms and conditions set forth in this Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

B.<\/p>\n<\/td>\n

\n

Lessee shall, at its sole expense, provide all crewmembers required for
\noperation of the Aircraft during the term of this Agreement. All crewmembers
\nmust be qualified to Lessee’s insurance company’s standards to fly the Aircraft.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

C.<\/p>\n<\/td>\n

\n

Lessee shall pay all expenses in preparation for any GCI-usage flight and in
\nconnection with GCI flights, including but not limited to expenses for fuel,
\ncrew quarters, landing fees, imposts, duties, fines, meals, all other
\nout-of-pocket crew expenses, and the cost of any special equipment required for
\nLessee’s business.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

D.<\/p>\n<\/td>\n

\n

Lessee shall, at its sole expense, provide hangar storage and line service
\nfor the Aircraft in Anchorage, Alaska. Lessee shall also pay all maintenance
\ncosts for the Aircraft during the term hereof.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

E.<\/p>\n<\/td>\n

\n

The Aircraft base when not in use shall be Anchorage, Alaska.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

F.<\/p>\n<\/td>\n

\n

Lessee has first priority use of the Aircraft. Lessor retains the right to
\nuse the Aircraft when not scheduled for use by Lessee. Lessor is responsible for
\nall incremental costs incurred during Lessor153s use of the Aircraft.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

G.<\/p>\n<\/td>\n

\n

Lessee may not use the Aircraft for the purpose of providing transportation
\nof passengers or cargo in air commerce for compensation or hire, or permit any
\nother person or entity to use the Aircraft.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

H.<\/p>\n<\/td>\n

\n

GCI will operate the Aircraft in compliance with Part 91 and any other
\napplicable provision of the FARs, and all other Applicable Standards.
\n(“Applicable Standards” shall mean (i) Applicable Law (as defined below), (ii)
\nthe requirements of the Required Coverages (as defined below), and (iii), with
\nrespect to the Aircraft, all compliance requirements set forth in or under (A)
\nall maintenance manuals initially furnished with respect thereto, including any
\nsubsequent amendments or supplements to such manuals issued by the manufacturer
\nor supplier thereof from time to time, (B) all mandatory service bulletins
\nissued, supplied, or available by or through the applicable manufacturer with
\nrespect thereto, (C) all applicable airworthiness directives issued by the FAA
\nor similar regulatory agency having jurisdictional authority, (D) all conditions
\nto the enforcement of any warranties pertaining thereto, and (E) GCI153s FAA
\napproved maintenance program with respect to the Aircraft.) GCI shall not
\noperate or permit the Aircraft to be operated for air taxi operations or
\notherwise under Part 135 of the FARs; and it shall at all times have, and
\nmaintain, “operational control” of the Aircraft (as such term is then
\ninterpreted by the FAA or such other applicable governmental authority), and no
\nother person or entity shall operate the Aircraft except when the Aircraft are
\noperated pursuant to Section 4(F). The Aircraft at all times will be operated by
\nduly qualified pilots having satisfied all requirements established and
\nspecified by the FAA, the TSA, any other applicable governmental authority and
\nthe required insurance under Section 8, Insurance, below (“Required Coverages”).\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

I.<\/p>\n<\/td>\n

\n

GCI may fly the Aircraft temporarily to any country in the world, provided
\nthat the Aircraft (i) shall at all times be based and predominantly used,
\noperated and located in the continental United States; and (ii) shall not be
\nflown, operated, used or located in, to or over any such country or area
\n(temporarily or otherwise) (A) that is excluded from the Required Coverages (or
\nspecifically not covered by such insurance), (B) with which the United States
\ndoes not maintain favorable diplomatic relations, (C) in any area of recognized
\nor threatened hostilities, (D) to the extent that payment of any claim under the
\nRequired Coverages directly or indirectly arising or resulting from or connected
\nwith any such flight, operation, use or location would be prohibited under any
\ntrade or other economic sanction or embargo by the United States of America, or
\n(E) in violation of any of the Required Coverages or any Applicable Standards.
\nGCI shall adopt, implement and comply with all security measures required by any
\napplicable law (as defined below), or by any Required Coverages, or that are
\nnecessary or appropriate for the proper protection of the Aircraft (whether on
\nthe ground or in flight) against theft, vandalism, hijacking, destruction,
\nbombing, terrorism or similar acts. (“Applicable Law” shall mean all applicable
\nlaws, statutes, treaties, conventions, judgments, decrees, injunctions, writs
\nand orders of any governmental authority and rules, regulations, orders,
\ndirectives, licenses and permits of any governmental authority as amended and
\nrevised, and any judicial or administrative interpretation of any of the same,
\nincluding the airworthiness certificate issued with respect to the Aircraft, the
\nCape Town Convention, the UCC, the Transportation Code, all TSA regulations, all
\nFARs, airworthiness directives, and\/or any of the same relating to the Aircraft
\ngenerally or to noise, the environment, security, public safety, insurance,
\ntaxes and other Impositions, exports or imports or contraband.)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n\n\n\n
\n

5.<\/p>\n<\/td>\n

\n

Major Damage<\/strong>. If the Aircraft suffer any major damage or
\nloss of a type required to be reported to the FAA or recorded in the Aircraft
\nlogbooks under FAA regulations governing the Aircraft use, and subsequently
\nshall have been returned to service, Lessor and Lessee shall upon delivery of
\nthe Aircraft to Lessor under Section 9 below, determine the amount of loss in
\nvalue, if any, suffered by the Aircraft due to such damage or loss. Lessor and
\nLessee shall determine such amount by requesting bids for the purchase of the
\nAircraft from three (3) dealers in such aircraft, qualified to render such and
\nnot affiliated with Lessor and Lessee. Lessor and Lessee shall each select one
\n(1) dealer, and the two dealers shall select the third dealer. Each dealer shall
\nrender one (1) bid based upon a description of the Aircraft assuming no damage
\nhistory, and a second (2nd) bid based on the Aircraft153s actual condition. The
\ndifference between the average of all bids received for the Aircraft assuming no
\ndamage history, and the average of all bids received for the Aircraft including
\nthe actual damage history, together with interest thereon from the period
\nbetween the end of the term of this Agreement until the date of payment, at a
\nrate equal to one (1) percentage point in excess of the prime rate announced
\nfrom time to time by the Royal Bank of Scotland, shall be paid by Lessee to
\nLessor in the form of a lump sum payment within ten (10) days after the last of
\nthe three (3) dealers renders its bid.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

6.<\/p>\n<\/td>\n

\n

Lessor’s Inspection<\/strong>. Lessor or its authorized
\nrepresentatives may at all reasonable times inspect the Aircraft and Lessee153s
\nbooks and records relating to the Aircraft, provided such Aircraft is not
\nscheduled for use at the time requested for inspection. Lessor’s inspection will
\nnot interfere with Lessee’s normal business operation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

7. Maintenance and Repairs; Modifications and Improvements<\/strong>.\n<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

A.<\/p>\n<\/td>\n

\n

During the term of this Agreement, Lessee shall, at its sole expense,
\nmaintain the Aircraft in good operating and airworthy condition, perform any
\nperiodic inspections or service for the Aircraft recommended by the
\nmanufacturers’ maintenance manual or service bulletins or required by law,
\nrepair any uninsured damage to the Aircraft as a result of Lessee153s use thereof,
\nand maintain both Aircraft on their associated engine programs of MSP Gold
\nprogram for the Astra, JSSI for the Challenger C604 engines (all, collectively,
\nthe “Engines”), and Maintenance Service Program (MSP) for the Challenger 604
\nAPU. Lessor shall be responsible for any uninsured damage to the Aircraft as a
\nresult of its use thereof. Prior to repairing any damage to the Aircraft, Lessee
\nwill notify Lessor of such damage and obtain written approval of the repairs.
\nThe performance of all maintenance and repair work shall be by or under the
\nsupervision of properly qualified and trained personnel and in compliance with
\nFAA or other governmental requirements.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

B.<\/p>\n<\/td>\n

\n

Should any engine of the Aircraft become due for a hot section inspection or
\nmajor overhaul during the term of this Agreement, Lessee shall, at its sole
\nexpense, perform such inspection or overhaul in accordance with the
\nmanufacturer153s recommended procedures.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

C.<\/p>\n<\/td>\n

\n

GCI agrees that, with respect to the Aircraft, GCI will at its own expense,
\n(i) maintain, inspect, service, repair, overhaul and test the same in accordance
\nwith Applicable Standards; (ii) make any alterations or modifications that may
\nat any time be required to comply with Applicable Standards, and to cause the
\nAircraft to remain airworthy; (iii) furnish all required parts, replacements,
\nmechanisms, devices and servicing so that the condition and operating efficiency
\nthereof will at all times be no less than its condition and operating efficiency
\nas and when delivered to GCI, ordinary wear and tear from proper use alone
\nexcepted; (iv) promptly replace all Aircraft parts (A) which become worn out,
\nlost, stolen, taken, destroyed, damaged beyond repair or permanently rendered or
\ndeclared unfit for use for any reason whatsoever, or (B) if not previously
\nreplaced pursuant to clause (A), as and when required by any Applicable
\nStandards, including any applicable life limits; (v) maintain (in English) all
\nRecords in accordance with Applicable Standards and (vi) enroll and maintain the
\nAircraft in a Computerized Aircraft Maintenance Program, and the Engines in an
\nEngine Maintenance Program (“Computerized Aircraft Maintenance Program” shall
\nmean any automated on-line maintenance tracking program with respect to the
\nairframe provided by the manufacturer of the airframe or by a third party that
\nis approved by Lessor and which makes data with respect to the Aircraft
\navailable to Lessor. “Engine Maintenance Program” shall mean the Engines153 and
\nAPU power by the hour engine maintenance program provided by the engines153
\nmanufacturer or by Jet Support Services, Inc.). All maintenance procedures shall
\nbe performed by properly trained, licensed, and certified maintenance sources
\nand personnel utilizing replacement parts approved by the FAA and the
\nmanufacturer of (as applicable) the Aircraft or any part thereof. Without
\nlimiting the foregoing, GCI shall comply with all mandatory service bulletins
\nand airworthiness directives by causing compliance to such bulletins and\/or
\ndirectives to be completed through corrective modification in lieu of operating
\nmanual restrictions.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

D.<\/p>\n<\/td>\n

\n

On or before the tenth (10th) day after each annual anniversary of the
\nEffective Date, GCI shall provide to Lessor a report specifying the number of
\nflight hours on the Aircraft at the start of said year of operation and the
\nnumber of flight hours on the Aircraft at the end of said year of operation, in
\neach case as determined by the Aircrafts153 Hobbs meter.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

E.<\/p>\n<\/td>\n

\n

GCI will not make or authorize any improvement, change, addition or
\nalteration to the Aircraft that will impair the originally intended function or
\nuse of the Aircraft, diminish the value of the Aircraft as it existed
\nimmediately prior thereto, or violate any Applicable Standard. All repairs,
\nparts, replacements, mechanisms and devices added by GCI or on its behalf shall
\nimmediately, without further act, become part of the Challenger or the Astra,
\nrespectively and subject to the respective Lessor153s liens granted to its
\nlenders.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

8.<\/p>\n<\/td>\n

\n

Insurance<\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

A.<\/p>\n<\/td>\n

\n

GCI agrees to maintain at all times, at its sole cost and expense, with
\ninsurers of recognized reputation and responsibility satisfactory to Lessor (but
\nin no event having an A.M. Best or comparable agency rating of less than “A-“):\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

i.<\/p>\n<\/td>\n

\n

(A) comprehensive aircraft liability insurance against bodily injury or
\nproperty damage claims including, without limitation, contractual liability,
\npremises liability, death and property damage liability, public and passenger
\nlegal liability coverage, and sudden accident pollution coverage, in an amount
\nnot less $200,000,000.00, and (B) personal injury liability in an amount not
\nless than $25,000,000.00; but, in no event shall the amounts of coverage
\nrequired by sub-clauses (A) and (B) be less than the coverage amounts as may
\nthen be required by Applicable Law;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

ii.<\/p>\n<\/td>\n

\n

“all-risk” ground, taxiing, and flight hull insurance in the amount of
\n$11,000,000.00 for the Challenger and $4,000,000.00 for the Astra; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

iii.<\/p>\n<\/td>\n

\n

war risk and allied perils (including confiscation, appropriation,
\nexpropriation, terrorism and hijacking insurance) in the amounts required in
\nparagraphs (i) and (ii), as applicable.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

B.<\/p>\n<\/td>\n

\n

Any policies of insurance carried in accordance with this Section 8 and any
\npolicies taken out in substitution or replacement of any such policies shall (i)
\ninclude Lessor and Lessor153s sole shareholder, Ronald A. Duncan, as additional
\ninsureds without right of subrogation,(ii) be endorsed to name Lessor, and Wells
\nFargo Bank for the Astra and RBS Asset Finance, Inc. (“RBS”) for the Challenger,
\nrespectively, as an additional insured as its interests may appear (but without
\nresponsibility for premiums), (iii) provide, with respect to insurance carried
\nin accordance with Section 8(a)(ii) or (a)(iii) above, that any amount payable
\nthereunder shall be paid directly to Wells Fargo Bank for the Astra and RBS for
\nthe Challenger, respectively, and Lessor, as their interests may appear (but
\nwithout responsibility for premiums), (iv) provide for ten (10) days153 (seven (7)
\ndays153 in the case of war, hijacking and allied perils) prior written notice by
\nsuch insurer of cancellation for non-payment, material adverse change to the
\ninterests of Wells Fargo Bank or RBS, respectively, or non-renewal, (v) include
\na severability of interest clause providing that such policy shall operate in
\nthe same manner as if there were a separate policy covering each insured, (vi)
\nwaive any right of set-off against Wells Fargo Bank for the Astra and RBS for
\nthe Challenger, respectively, and any rights of subrogation against Wells Fargo
\nBank or RBS, respectively, (vii) provide that in respect of the interests of
\nWells Fargo Bank for the Astra and RBS for the Challenger, respectively, in such
\npolicies, that the insurance shall not be invalidated by any action or inaction
\nof Lessor or GCI or any other person operating or in possession of the Aircraft,
\nregardless of any breach or violation of any warranties, declarations or
\nconditions contained in such policies by or binding upon Lessor or GCI or any
\nother person operating or in possession of the Aircraft, and (viii) be primary,
\nnot subject to any co-insurance clause and shall be without right of
\ncontribution from any other insurance.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

C.<\/p>\n<\/td>\n

\n

Neither Lessor nor GCI shall self-insure (by deductible, premium adjustment,
\nor risk retention arrangement of any kind) with respect to any of the risks
\nrequired to be insured pursuant to this Section 8. GCI agrees that it shall
\nobtain and maintain such other insurance coverages, or cause adjustments to be
\nmade to the scope, amount or other aspects of the existing insurance coverages,
\npromptly upon Lessor153s request, as and when Lessor deems such additional
\ninsurance coverages or modifications to be appropriate in light of any changes
\nin Applicable Law, prudent industry practices, the insurance market, GCI153s
\nanticipated use of the Aircraft or other pertinent circumstances. All of the
\ncoverages required herein shall be in full force and effect worldwide throughout
\nany geographical areas to, in or over which the Aircraft is operated. All
\ninsurance proceeds payable under the requisite policies shall be payable in U.S.
\nDollars.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

D.<\/p>\n<\/td>\n

\n

At least ten (10) days prior to the policy expiration date for any insurance
\ncoverage required by this Section 8, GCI shall furnish to Lessor evidence of the
\nrenewal or replacement of such coverage, complying with the terms hereof, for a
\ntwelve (12) month or greater period commencing from and after such expiration
\ndate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

9.<\/p>\n<\/td>\n

\n

Return of Aircraft<\/strong>.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

A.<\/p>\n<\/td>\n

\n

Upon the termination of this Agreement, Lessee shall, at its sole expense,
\nreturn the Aircraft forthwith to Lessor by delivering the Aircraft to Lessor at
\nAnchorage, Alaska, or at another agreed location. The Aircraft shall be returned
\nin the same condition as when delivered to Lessee hereunder, ordinary wear and
\ntear on the airframe and the Engines excepted, with paint and interior in the
\nsame condition as when delivered to Lessor, no open or deferred maintenance
\nitems, in airworthy condition, and free and clear of all liens, encumbrances or
\nrights of others whatsoever caused by Lessee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

B.<\/p>\n<\/td>\n

\n

Not less than ten (10) days prior to the expiration or earlier termination of
\nthe Agreement, Lessee shall make the Aircraft available to Lessor at Anchorage,
\nAlaska, or such other location as agreed to pursuant to Section 9(A), for the
\npurpose of permitting Lessor, at Lessor’s sole cost, to make an inspection of
\nthe Aircraft. In connection with such inspection, Lessor shall, at Lessee’s
\nexpense, be entitled to an acceptance flight check of not more than three (3)
\nhours153 duration. Lessor shall at Lessor’s expense be entitled to correct and
\nrepair any condition of the Aircraft discovered on such inspection or flight
\ncheck which causes the Aircraft not to be in the condition prescribed above or
\nnot airworthy; and Lessee shall reimburse Lessor upon demand for the cost of any
\nsuch repairs. If any corrections or repairs are necessary, the terms of the
\nAgreement shall be extended for the period required to enable Lessee to make
\nsuch corrections or repairs and to return the Aircraft in accordance with the
\nterms of this Section 9.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

C.<\/p>\n<\/td>\n

\n

During any extended term referred to in this Section 9, rent shall be paid by
\nLessee to Lessor until the date of actual return at the rate specified in
\nSection 3(A) above.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

D.<\/p>\n<\/td>\n

\n

In consideration of $350,000 paid by Lessee to Lessor on or before December
\n31, 2010, the parties agree that the Astra may be returned to Lessor at any time
\nwith the paint and interior in the same condition as it was in on December 27,
\n2010, ordinary wear and tear excepted.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

10.<\/p>\n<\/td>\n

\n

Taxes<\/strong>. Lessee shall pay, and indemnify and hold Lessor
\nharmless from, all license and registration fees and all sales, use,
\noperational, personal property, and other taxes, levies, duties, charges or
\nwithholdings of any nature (together with any penalties, fines or interest
\nthereon and reasonable attorneys153 fees) imposed upon Lessor by any federal,
\nstate or local government or taxing authority upon or with respect to the use or
\noperation of the Aircraft hereunder, upon the rentals, receipts, or earnings
\narising there from, or with respect to this Agreement (other than taxes on, or
\nmeasured by, the net income of Lessor). The obligations of Lessee under this
\nSection shall survive the termination of this Agreement. Lessee shall only be
\nliable for the prorated portion of any taxes or fees not collected during the
\nterm of this Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

11.<\/p>\n<\/td>\n

\n

Liens, Encumbrances and Rights of Others<\/strong>. Lessee will not
\ndirectly or indirectly create, incur, or permit any mortgage, pledge, lien
\nattachment, charge, encumbrance or right of others whatsoever on or with respect
\nto the Aircraft, title thereto or any interest therein, other than that arising
\nbecause of a debt or other obligation of the Lessor. Lessee will promptly, at
\nLessee’s sole expense, cause any such mortgage, pledge, lien, attachment,
\ncharge, encumbrance or right of another which may arise at any time to be duly
\ndischarged, dismissed and removed as soon as possible, but in any event within
\nten (10) days after the existence of the same shall have first become known to
\nLessee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

12.<\/p>\n<\/td>\n

\n

DISCLAIMER OF WARRANTIES. LESSEE ACKNOWLEDGE THAT LESSOR HAS NOT MADE
\nANY REPRESENTATIONS OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE CONDITION,
\nAIRWORTHINESS, MERCHANTABILITY, DESIGN, OPERATION, OR FITNESS FOR USE OR A
\nPARTICULAR PURPOSE OF THE AIRCRAFT, AGAINST INTERFERENCE BY OTHERS (OTHER THAN
\nTHAT ARISING BECAUSE OF A DEBT OR OTHER OBLIGATION OF THE LESSOR), OR ANY OTHER
\nREPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE
\nAIRCRAFT. LESSOR WARRANTS THAT IT HAS GOOD TITLE TO THE AIRCRAFT AND THAT IT IS
\nFREE AND CLEAR OF LIENS AND ENCUMBRANCES EXCEPT THOSE CREATED BY
\nLESSOR.<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

13.<\/p>\n<\/td>\n

\n

Indemnity<\/strong>. Lessee hereby assumes liability for, and shall
\nindemnify, protect, save and keep harmless Lessor, its shareholders, officers,
\ndirectors, and employees, from and against, and to pay Lessor promptly upon
\ndemand the amount of, any and all liabilities, obligations, losses, damages,
\npenalties, claims, actions, suits, costs, expenses and disbursements, including
\nreasonable legal expense, of whatsoever kind and nature, imposed on, incurred by
\nor asserted against Lessor in any way relating to or arising out of this
\nAgreement or the possession, use or operation of the Aircraft by Lessee. Lessor
\nhereby assumes liability for, and shall indemnify, protect, save and keep
\nharmless GCI, its shareholders, officers, directors, and employees, from and
\nagainst, and to pay GCI promptly upon demand the amount of, any and all
\nliabilities, obligations, losses, damages, penalties, claims, actions, suits,
\ncosts, expenses and disbursements, including reasonable legal expense, of
\nwhatsoever kind and nature, imposed on, incurred by or asserted against GCI in
\nany way relating to or arising out of this Agreement or the possession, use or
\noperation of the Aircraft by Lessor. The indemnities contained in this Section
\n13 shall continue in full force and effect, notwithstanding the expiration or
\nother termination of this Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

14.<\/p>\n<\/td>\n

\n

Default<\/strong>. The following shall constitute Events of Default
\nhereunder: a) Lessee or Lessor shall fail to make any payment due to the other
\nparty within five (5) days after the same shall become due; b) Lessor or Lessee
\nshall fail to perform or observe any other material covenant, condition or
\nagreement to be performed or observed by it hereunder, and such failure shall
\ncontinue unremedied for a period of twenty (20) days after written notice
\nthereof by Lessor or Lessee; c) Lessee or Lessor shall become insolvent or
\nbankrupt, or make an assignment for the benefit for creditors or consent to the
\nappointment of a trustee or receiver; or a trustee or receiver shall be
\nappointed for such party; or bankruptcy, reorganization or insolvency
\nproceedings shall be instituted by or against Lessee or Lessor, and, if
\ninstituted against a party hereto, shall not be dismissed for a period of thirty
\n(30) days. Interest shall accrue for any payment not made when due hereunder at
\nten and one-half (10.5%) percent per annum, beginning on the first day such
\npayment is late.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

15.<\/p>\n<\/td>\n

\n

Remedies<\/strong>. Upon the occurrence of any Event of Default,
\nLessor or Lessee may, at its option, and at any time thereafter, do one or more
\nof the following:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

A.<\/p>\n<\/td>\n

\n

Require the defaulting party, upon the written demand of the non-defaulting
\nparty and at non-defaulting party’s expense, to terminate this Agreement, if
\nsuch default shall continue unremedied for a period of ten (10) days after
\nwritten notice thereof by Lessor or Lessee. If this Agreement is terminated
\nbecause of a default, Lessee will promptly return the Aircraft to Lessor at the
\nlocation, in the condition, and otherwise in accordance with all of the terms,
\nspecified in Section 9 of this Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

B.<\/p>\n<\/td>\n

\n

Exercise any other right or remedy which may be available to it at law or in
\nequity. In addition, the defaulting party shall reimburse the non-defaulting
\nparty upon demand for all legal fees, other costs and expenses incurred by
\nreason of the occurrence of any Event of Default, or the exercise of the
\nnon-defaulting party’s remedies with respect thereto, including all costs and
\nexpenses incurred in connection with the return of the Aircraft in accordance
\nwith the terms of Section 9 hereof or in placing such Aircraft in the condition
\nrequired by Section 9. No remedy referred to in this Section 15 is intended to
\nbe exclusive, but each shall be cumulative in addition to any remedy referred to
\nabove or available to the non-defaulting party at law or in equity; and the
\nexercise or beginning of exercise by the non-defaulting party of any one or more
\nof such remedies shall not preclude the simultaneous or later exercise by the
\nnon-defaulting party of any or all such other remedies.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

16.<\/p>\n<\/td>\n

\n

Assignment<\/strong>. Lessee shall not, without the prior written
\nconsent of Lessor (which may be withheld by Lessor in its absolute discretion)
\nassign any of its rights hereunder or permit the Aircraft to be operated or used
\nby, or in the possession of, any party other than Lessee, except that GCI may
\nassign its contract rights hereunder for security purposes only to its lenders.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

17.<\/p>\n<\/td>\n

\n

Notices<\/strong>. All notices, demands and requests contemplated by
\nthis Agreement shall be deemed to have been delivered and received if served
\npersonally, or sent by United States registered or certified mail, postage
\nprepaid, return receipt requested, or by courier service, addressed to the
\naddresses set forth below or such other addresses as either party may designate
\nby notice to the other:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

If to Lessor:<\/p>\n<\/td>\n

\n

560 Company, Inc.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Attention: Ronald Duncan, President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

2550 Denali Street, Suite 1000<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Anchorage, Alaska 99503<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n

If to Lessee:<\/p>\n<\/td>\n

\n

GCI Communication Corp.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Attention: Chief Financial Officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

2550 Denali Street, Suite 1000<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Anchorage, Alaska 99503<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Any such notice shall be deemed delivered and received upon such specified
\ndelivery at the time of attempted delivery shown on such return or courier
\nreceipt. Any notice hereunder shall also be sent to both of the following:<\/p>\n<\/p>\n<\/p>\n

Wells Fargo Bank, N.A.<\/p>\n<\/p>\n

Commercial Banking Group<\/p>\n<\/p>\n

C\/o Chris Clifford, Vice President<\/p>\n<\/p>\n

MAC K3212-023<\/p>\n<\/p>\n

301 West Northern Lights Boulevard<\/p>\n<\/p>\n

Anchorage, AK 99503<\/p>\n<\/p>\n<\/p>\n

RBS Asset Finance, Inc.<\/p>\n<\/p>\n

71 South Wacker Drive<\/p>\n<\/p>\n

Chicago, Illinois 60606<\/p>\n<\/p>\n

Attn.: Portfolio Manager<\/p>\n<\/p>\n<\/p>\n\n\n\n
\n

18.<\/p>\n<\/td>\n

\n

Attorneys153 Fees<\/strong>. In the event of any litigation or
\narbitration between the parties with respect to this Agreement, the prevailing
\nparty shall recover from the other party all costs and expenses, including
\nreasonable attorneys153 fees, incurred by the prevailing party, all of which shall
\nbe included in and as a part of the judgment or award rendered in such
\nlitigation or arbitration. The term “prevailing party” shall mean the party
\nwhich achieves substantially the relief sought, whether by judgment, order,
\nsettlement, or otherwise.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

19.<\/p>\n<\/td>\n

\n

Further Instruments<\/strong>. Each party shall from time to time
\nexecute and deliver such further instruments as the other party may reasonably
\nrequest to effectuate the intent of this Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

20.<\/p>\n<\/td>\n

\n

Execution and Counterparts<\/strong>. This Agreement may be executed
\nand delivered in counterparts and by each party hereto in separate counterparts,
\neach of which when so executed and delivered shall be deemed an original and all
\nof which taken together shall constitute one and the same instrument.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

21.<\/p>\n<\/td>\n

\n

Non-Waiver of Rights and Breaches<\/strong>. No failure or delay of
\neither party in the exercise of any right given to such party by this Agreement
\nshall constitute a waiver thereof, unless the time specified herein for the
\nexercise of such right has expired, nor shall any single or partial exercise of
\nany right preclude other or further exercise of that, or any other, right. The
\nwaiver by a party hereto of any default of the other party shall not be deemed
\nto be a waiver of any subsequent default or other default of that party.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

22.<\/p>\n<\/td>\n

\n

Entire Agreement; Modification<\/strong>. This Agreement, as amended
\nand restated, constitutes the entire agreement between the parties pertaining to
\nthe subject matter hereof, and supersedes all prior agreements, understandings
\nand representations of the parties with respect to the subject matter hereof.
\nThis Agreement may not be modified, amended or supplemented or otherwise changed
\nexcept in writing, executed by each party. No such proposed amendment to this
\nAgreement shall be executed prior to giving seven (7) days153 written notice to
\nall entities listed in Section 17 hereof.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

23.<\/p>\n<\/td>\n

\n

No Agency or Partnership<\/strong>. Nothing in this Agreement shall be
\ndeemed to make either Lessor or Lessee an agent, partner or joint venturer of
\nthe other.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

24.<\/p>\n<\/td>\n

\n

Lessee Citizenship<\/strong>. Lessee hereby represents and warrants to
\nLessor that Lessee is a citizen or permanent resident of the United States
\nwithin the meaning of Title 14, Section 375.36 of the Code of Federal
\nRegulations.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

25.<\/p>\n<\/td>\n

\n

Governing Law<\/strong>. This Agreement shall be governed by and
\nconstrued in accordance with the substantive law, but not the law regarding
\nconflicts or choice of law, of the State of Alaska, with venue at Anchorage,
\nAlaska.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

26.<\/p>\n<\/td>\n

\n

Counterpart Signatures<\/strong>. This Agreement can be signed in
\nmultiple counterparts, the compilation of which shall be considered as one
\ndocument.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

27. TRUTH IN LEASING<\/strong> (See Federal Aviation Regulation (FAR)
\n91.23).<\/p>\n<\/p>\n<\/p>\n

A. UPON INFORMATION AND BELIEF, FOR THE TWELVE (12) MONTHS PRECEDING THE DATE
\nOF THIS AGREEMENT, THE AIRCRAFT LEASED HEREUNDER HAVE BEEN MAINTAINED AND
\nINSPECTED IN ACCORDANCE WITH FEDERAL AVIATION REGULATION PART 91.1.<\/p>\n<\/p>\n<\/p>\n

B. THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER PART 91 FOR OPERATIONS
\nUNDER THIS AGREEMENT, AND LESSEE CERTIFIES THAT IT IS RESPONSIBLE FOR THE
\nAIRCRAFTS’ STATUS OF COMPLIANCE WITH APPLICABLE MAINTENANCE AND INSPECTION
\nREQUIREMENTS AS SET FORTH UNDER THE REQUIRED FAA REGULATIONS APPLICABLE TO
\nOPERATOR’S USE AND OPERATION OF THE AIRCRAFT. IN ADDITION, LESSEE AGREES TO
\nPROVIDE LESSOR WITH WRITTEN INSPECTION REPORTS FOR INSPECTIONS ACCOMPLISHED
\nUNDER SAID PROGRAM.<\/p>\n<\/p>\n<\/p>\n

C. EXCEPT AS PROVIDED IN SECTION 4(F), LESSEE IS SOLELY RESPONSIBLE FOR
\nOPERATIONAL CONTROL OF THE AIRCRAFT, AND CERTIFIES THAT IT WILL COMPLY WITH ALL
\nREGULATIONS ISSUED DURING THE TERM OF THIS AGREEMENT. LESSEE IS HEREBY ADVISED
\nTHAT AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT FAA
\nREGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT
\nOFFICE, GENERAL AVIATION DISTRICT OFFICE, OR AIR CARRIER DISTRICT OFFICE.<\/p>\n<\/p>\n<\/p>\n

D. LESSEE AGREES TO KEEP A COPY OF THIS AGREEMENT IN EACH AIRCRAFT AT ALL
\nTIMES DURING THE TERM OF THIS AGREEMENT.<\/p>\n<\/p>\n<\/p>\n

E. The Instructions For Compliance with Truth-In-Leasing Requirements are
\nattached as Schedule 1 hereto and incorporated herein by reference.<\/p>\n<\/p>\n<\/p>\n

In witness whereof, Lessor and Lessee have caused this Agreement to be duly
\nexecuted by their respective officers as of the Effective Date.<\/p>\n<\/p>\n<\/p>\n

560 Company, Inc.<\/strong><\/p>\n<\/p>\n<\/p>\n<\/p>\n

By: \/s\/ Ronald A. Duncan <\/u><\/p>\n<\/p>\n

Ronald A. Duncan, President<\/p>\n<\/p>\n<\/p>\n

GCI Communication Corp.<\/strong><\/p>\n<\/p>\n<\/p>\n<\/p>\n

By: \/s\/ John M. Lowber <\/u><\/p>\n<\/p>\n

John M. Lowber<\/p>\n<\/p>\n

Chief Financial Officer,<\/p>\n<\/p>\n

Senior Vice President,<\/p>\n<\/p>\n

Secretary & Treasurer<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

SCHEDULE 1<\/u><\/strong><\/p>\n

\n<\/p>\n<\/p>\n

INSTRUCTIONS FOR COMPLIANCE WITH<\/strong><\/p>\n

\n

“TRUTH IN LEASING” REQUIREMENTS<\/strong><\/p>\n

\n<\/p>\n<\/p>\n\n\n\n
\n

1.<\/p>\n<\/td>\n

\n

Mail a copy of the Agreement to the following address via certified mail,
\nreturn receipt requested immediately upon the execution of the Agreement: (14
\nC.F.R. 91.23 requires that the copy be sent within twenty-four hours after it is
\nsigned.)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Federal Aviation Administration<\/p>\n<\/p>\n

Aircraft Registration Branch<\/p>\n<\/p>\n

ATTN: Technical Section<\/p>\n<\/p>\n

P.O. Box 25724<\/p>\n<\/p>\n

Oklahoma City, Oklahoma 73125<\/p>\n<\/p>\n<\/p>\n\n\n\n
\n

2.<\/p>\n<\/td>\n

\n

Telephone or fax the nearest Flight Standards District Office at least
\nforty-eight hours prior to the first flight under this Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

3.<\/p>\n<\/td>\n

\n

Carry a copy of the Agreement in the aircraft at all times.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n

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