{"id":43225,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-for-the-purchase-and-sale-of-a-controlling-interest-of.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-for-the-purchase-and-sale-of-a-controlling-interest-of","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-for-the-purchase-and-sale-of-a-controlling-interest-of.html","title":{"rendered":"Agreement for the Purchase and Sale of a Controlling Interest of Kanas Telecom Inc. – General Communication Inc., MCI WorldCom Network Services Inc., and WorldCom Inc."},"content":{"rendered":"
AGREEMENT\nFOR THE PURCHASE AND SALE
OF A\nCONTROLLING INTEREST OF KANAS TELECOM, INC.<\/font><\/h1>\n\n
        This Agreement (the \"Agreement\"), dated as of February 21, 2001, is among GENERAL COMMUNICATION, INC.<\/b>,\nan Alaska corporation (\"GCI\"), MCI WORLDCOM NETWORK SERVICES, INC.<\/b>, a Delaware corporation (\"Network Services\")\nand WORLDCOM, INC.<\/b>, a Georgia corporation (\"WorldCom\" and together with the foregoing, each a \"Party\" and\ncollectively, the \"Parties\").<\/font><\/p>\n\n
Recitals:<\/font><\/h1>\n\n
        A.<\/b>     Collectively, WorldCom and Network Services own a controlling interest of Kanas Telecom, Inc.,\nan Alaska corporation (\"Kanas\").<\/font><\/p>\n\n
        B.<\/b>\n     Kanas is party to a Telecommunications Service Agreement, effective May 31,\n1996, known as TAPS 6220 (\u0093TAPS 6220\u0094) with Alyeska Pipeline Service\nCompany (\u0093Alyeska\u0094). <\/font><\/p>\n\n
        C.<\/b>     Since Network Services' acquisition of its interest in Kanas in March 2000, GCI has been\nresponsible for the management of the day-to-day business of Kanas.<\/font><\/p>\n\n
        D.<\/b>     Kanas and Alyeska are in the process of negotiating the resolution of disputes existing under\nTAPS 6220 and a replacement telecommunications service agreement.<\/font><\/p>\n\n
        E.<\/b>\n     Following the execution of a new agreement between Kanas and Alyeska and the\nreceipt of required regulatory approvals, GCI desires to acquire, and WorldCom\nand Network Services desire to sell to GCI, their interests in Kanas. <\/font><\/p>\n\n
        NOW,\nTHEREFORE, <\/b>in consideration of the mutual promises and covenants set forth\nbelow, the parties, intending to be legally bound, hereby agree as follows: <\/font><\/p>\n\n
ARTICLE I
DEFINITIONS<\/font><\/h1>\n\n
        For purposes of this Agreement, the following terms have the meanings specified or referred to in this\nArticle I:<\/font><\/p>\n\n
        \u0093Affiliate<\/b>\u0094\nshall mean with respect to any Person, (i) each Person that controls, is\ncontrolled by or is under common control with any such Person or any Affiliate\nof such Person, (ii) each of such Person\u0092s officers, directors, joint\nventurers, members and partners and (iii) such Person\u0092s spouse, children,\nsiblings and parents. For purposes of this definition, \u0093control\u0094 of a\nPerson shall mean the possession, directly or indirectly, of the power to direct\nor cause the direction of its management of policies, whether through the\nownership of voting interests, by contract or otherwise. <\/font><\/p>\n\n\n\n\n
        \u0093Alyeska<\/b>\u0094\nshall have the meaning assigned to that term in Recital B of this Agreement. <\/font><\/p>\n\n
        \u0093Claim\u0094<\/b>\nshall mean a claim pursuant to Article VI for which a party is entitled, or may\nbecome entitled, to indemnification under this Agreement. <\/font><\/p>\n\n
        \"CL Notes\"<\/b> shall mean the notes of Kanas dated December 17, 1999 in the following principal sums\noriginally issued to Credit Lyonnais, New York Branch and subsequently endorsed to WorldCom:  (i) $85,400,000and\n(ii) $896,575.17.<\/font><\/p>\n\n
        \u0093Closing<\/b>\u0094\nshall have the meaning assigned to that term in Section 4.1 of this Agreement. <\/font><\/p>\n\n
        \u0093Closing\nDate<\/b>\u0094 shall have the meaning assigned to that term in Section 4.1 of\nthis Agreement. <\/font><\/p>\n\n
        \u0093CL\nSecurity Interests<\/b>\u0094 shall mean the liens in the assets of Kanas, and\nrelated interests, originally created under the instruments listed on Exhibit A\nand subsequently assigned to WorldCom. <\/font><\/p>\n\n
        \u0093Encumbrance<\/b>\u0094\nshall mean any charge, claim, community property interest, condition, equitable\ninterest, lien, option, pledge, security interest, right of first refusal, or\nrestriction of any kind, including any restriction on use, voting, transfer,\nreceipt of income, or exercise of any other attribute of ownership. <\/font><\/p>\n\n
        \u0093GCI<\/b>\u0094\nshall have the meaning assigned to that term in the preamble of this Agreement. <\/font><\/p>\n\n
        \"Governmental Body\"<\/b> shall mean any:<\/font><\/p>\n\n
                (a)     nation, state, county, city, town, village, district or other jurisdiction of any\nnature;<\/font><\/p>\n\n
                (b)     federal, state, local, municipal, foreign, or other government;<\/font><\/p>\n\n
                (c)     governmental or quasi-governmental authority of any nature (including any governmental\nagency, branch, department, official, or entity and any court or other tribunal);<\/font><\/p>\n\n
                (d)     multi-national organization or body; or<\/font><\/p>\n\n
                (e)     body exercising, or entitled to exercise, any administrative, executive, judicial,\nlegislative, police, regulatory, or taxing authority or power of any nature.<\/font><\/p>\n\n
        \u0093Kanas<\/b>\u0094\nshall have the meaning assigned to that term in Recital A of this Agreement. <\/font><\/p>\n\n
        \u0093Kanas\nInterests<\/b>\u0094 shall have the meaning assigned to that term in Section 2.1\nof this Agreement. <\/font><\/p>\n
\n
2<\/p>\n\n
        \"Kanas Shares\"<\/b> shall mean the 42,500 shares of common stock of Kanas presently owned, in the aggregate,\nby WorldCom and Network Services.<\/font><\/p>\n\n
        \u0093Legal\nRequirement<\/b>\u0094 shall mean any federal, state, local, municipal, or other\nadministrative order, constitution, law, ordinance, principle of common law,\nregulation or statute. The foregoing shall be deemed to include laws and\nregulations relating to the federal patent, copyright, and trademark laws, state\ntrade secret and unfair competition laws. <\/font><\/p>\n\n
        \u0093Network\nServices<\/b>\u0094 shall have the meaning assigned to that term in the preamble\nof this Agreement. <\/font><\/p>\n\n
        \u0093Party<\/b>\u0094\nand \u0093Parties<\/b>\u0094 shall have the meanings assigned to those terms\nin the preamble of this Agreement. <\/font><\/p>\n\n
        \u0093Person<\/b>\u0094\nshall mean any individual, corporation (including any non-profit corporation),\ngeneral or limited partnership, limited liability company, joint venture,\nestate, trust, association, organization, labor union, or other entity or\nGovernmental Body. <\/font><\/p>\n\n
        \"RCA\"<\/b> shall mean the Regulatory Commission of Alaska.<\/font><\/p>\n\n
        \"SEC\"<\/b> shall mean the United States Securities and Exchange Commission.<\/font><\/p>\n\n
        \"Securities Act\"<\/b> shall mean the Securities Act of 1933, as amended and the rules and regulations\nthereunder.<\/font><\/p>\n\n
        \u0093Series\nC Preferred Stock<\/b>\u0094 shall mean a newly-created series of preferred stock\nof GCI known as Series C Convertible Redeemable Accreting Preferred Stock, and\nhaving the rights, designations and preferences as set forth in the Statement of\nStock Designation attached hereto as Exhibit B. <\/font><\/p>\n\n
        \u0093TAPS\n6220<\/b>\u0094 shall have the meaning assigned to that term in Recital B of this\nAgreement. <\/font><\/p>\n\n
        \u0093WorldCom<\/b>\u0094\nshall have the meaning assigned to that term in the preamble of this Agreement. <\/font><\/p>\n\n
        \"WorldCom Note\"<\/b> shall mean the Restated Subordinated Demand Note of Kanas to be dated as of the Closing\nDate in the principal amount of $3,000,000 payable to Network Services, and all other rights and documents\nrelated thereto.<\/font><\/p>\n\n
\n
3<\/p>\n\n\n\n\n\n\n
ARTICLE II<\/font><\/h1>\n\n
PURCHASE AND\nSALE OF KANAS<\/font><\/h1>\n\n
        2.1.     \nPurchase and Sale. <\/b>Subject to the terms and conditions of this Agreement,\non the Closing Date WorldCom shall cause the sale, transfer, conveyance,\nassignment and delivery to GCI, and GCI shall purchase and accept from WorldCom\nand Network Services, free and clear of all Encumbrances, the following\n(collectively, the \u0093Kanas Interests\u0094): <\/font><\/p>\n\n
                        (i)   the Kanas Shares;<\/font><\/p>\n\n
                        (ii)   the CL Notes and the related CL Security Interests; and<\/font><\/p>\n\n
                        (iii)   the WorldCom Note.<\/font><\/p>\n\n
        GCI\nacknowledges and agrees that the Guaranty Agreement of WorldCom, dated June 25,\n1999 (the \u0093Guaranty\u0094) in favor of Credit Lyonnais, New York Branch, as\nAdministrative Agent is not included among the CL Security Interests, and GCI\nshall have no interest under such Guaranty. <\/font><\/p>\n\n
        2.2.     Purchase Price.<\/b>  The purchase of the Kanas Interests shall be paid for by the issuance to\nWorldCom and Network Services of 9,000 and 1,000 shares of the Series C Preferred Stock, respectively.<\/font><\/p>\n\n
ARTICLE III<\/font><\/h1>\n\n
REPRESENTATIONS\nAND WARRANTIES<\/font><\/h1>\n\n
        3.1.     By all Parties<\/b>.  Each of the Parties to this Agreement does represent and warrant to the others\nas follows:<\/font><\/p>\n\n
                (a)     It is a corporation, validly existing and in good standing under the laws of its\njurisdiction of incorporation.  It has full corporate power and authority to execute, deliver and perform its\nobligations under this Agreement and all agreements, instruments and documents contemplated hereby, and all\ncorporate action necessary for such execution, delivery and performance has been duly taken.  This Agreement has\nbeen duly executed and delivered and is a legal, valid and binding obligation of such party enforceable in\naccordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency,\nreorganization, moratorium or similar laws affecting creditors' rights generally, and subject to general\nequitable principles and to limitations on the availability of equitable relief.<\/font><\/p>\n
\n
4<\/p>\n\n
                (b)     The execution and delivery of this Agreement and any other agreements, instruments and\ndocuments to be executed and delivered by such Party pursuant hereto do not, and the performance and consummation\nby such Party of the transactions contemplated hereby and thereby, including in the case of GCI, the issuance of\nthe shares of Series C Preferred Stock, will not, conflict with or result in any breach or violation of or\ndefault, termination, forfeiture or lien under any terms or provisions of such Party's charter documents or any\nstatute, rule, regulation, judicial or governmental decree, order or judgment, or any material agreement to which\nsuch Party is a party or by which it is subject.<\/font><\/p>\n\n
                (c)     Except for the approval by the RCA, with whose requirements the parties, as\napplicable, shall promptly comply with best commercially reasonable efforts , no consent, authorization,\napproval, order, license, certificate or permit or act of or from, or declaration or filing with, any\nGovernmental Body or any other Person, is required for the execution, delivery or performance by such Party of\nthis Agreement or any of the other agreements, instruments and documents being or to be executed and delivered\nhereunder or in connection herewith or for the consummation of the transactions contemplated hereby or thereby.<\/font><\/p>\n\n
        3.2.     By GCI<\/b>.  GCI represents and warrants to WorldCom and Network Services as follows:<\/font><\/p>\n\n
                (a)     As of the date hereof and after giving effect to the issuance of the shares of Series\nC Preferred Stock as contemplated by this Agreement, the authorized and issued and outstanding capital stock of\nGCI will be as follows, except for such changes resulting from the exercise of outstanding stock options or the\nexercise of conversion rights pertaining to GCI's Series B Preferred Stock:<\/font><\/p>\n\n<\/pre>\n\n\n\n\n
 <\/font><\/td>\nClass A
Common<\/font><\/td>\n		Class B
Common <\/font><\/td>\n		Series B
Preferred <\/font><\/td>\n		Series C
Preferred <\/font><\/td>\n<\/tr>\n
Authorized <\/font><\/td>\n100,000,000 <\/td>\n100,000,000 <\/td>\n35,000 <\/td>\n15,000 <\/td>\n<\/tr>\n
Issued and Outstanding <\/font><\/td>\n48,664,781 <\/td>\n3,902,297 <\/td>\n20,000 <\/td>\n10,000 <\/td>\n<\/tr>\n<\/table>\n
                (b)     The shares of Series C Preferred Stock, when issued pursuant to this Agreement, will
\nhave been duly authorized, validly issued and fully paid and non-assessable, and not subject to any preemptive
\nrights.<\/font><\/p>\n
                (c)     GCI has timely filed all forms and reports required to be filed by it pursuant to the
\nSecurities Exchange Act of 1934, as amended since December 31, 1999 (collectively, the “SEC Reports”).  The SEC
\nReports were prepared in compliance with the applicable requirements of law and did not as of their respective
\ndates contain any untrue statement of material fact or omit to state any material fact required to be stated
\ntherein or necessary to make the statements therein, in light of the circumstances in which they were made, not
\nmisleading.<\/font><\/p>\n
                (d)     The audited financial statements of GCI included in the SEC Reports and the unaudited
\ninterim financial statements for periods subsequent to such audited statements, including the footnotes thereto,
\nare correct and complete, were prepared in accordance with generally accepted accounting principles, consistently
\napplied (except as otherwise stated in the financial statements) and present fairly the consolidated financial
\nposition of GCI and its subsidiaries as of the dates thereof, and the results of operations, changes in
\nshareholders’ equity and cash flows for the periods indicated.<\/font><\/p>\n
<\/p>\n
5<\/p>\n
                (e)     Since December 31, 1999, GCI has not suffered a material adverse change in its
\nbusiness, properties or financial condition taken as a whole.<\/font><\/p>\n
                (f)     GCI acknowledges that since the date of WorldCom’s purchase of its interest in Kanas,
\nGCI has been responsible for managing the business and affairs of Kanas and the maintenance and enhancements to
\nthe telecommunications network owned and operated by Kanas.  GCI further acknowledges and agrees that it has had
\nan adequate opportunity to examine the business and financial records of Kanas and to conduct such due diligence
\nregarding the business, operations and assets of Kanas as it has deemed appropriate.  GCI is acquiring the Kanas
\nInterests based upon its own familiarity with the business, operations and assets of Kanas and not in reliance
\nupon any representation or warranty by WorldCom with respect to the foregoing.<\/font><\/p>\n
        3.3.     By WorldCom and Network Services<\/b>.  WorldCom and Network Services represent and warrant to GCI
\nas follows:<\/font><\/p>\n
                (a)     WorldCom or Network Services, as applicable, has good and marketable title to the
\nKanas Interests, free and clear of Encumbrances of any kind.<\/font><\/p>\n
                (b)     Each of WorldCom and Network Services is acquiring the shares of Series C Preferred
\nStock for investment for its own account and not with a view to the distribution thereof within the meaning of
\nthe Securities Act.<\/font><\/p>\n
                (c)     Each of WorldCom and Network Services understands that the shares of Series C
\nPreferred Stock will have a restrictive legend, and will not be registered under the Securities Act or under any
\nstate securities laws and that such shares will be issued in reliance on an exemption from the registration
\nrequirements of the Securities Act and applicable state law.  It further understands that such shares cannot be
\ntransferred without compliance with the registration requirements of the Securities Act and applicable state
\nsecurities laws, unless an exemption from such registration requirements is available.<\/font><\/p>\n
                (d)     Each of WorldCom and Network Services is an “accredited investor” as defined in Rule
\n501 under the Securities Act.<\/font><\/p>\n
<\/p>\n
6<\/p>\n
ARTICLE IV<\/font><\/h1>\n
THE CLOSING<\/font><\/h1>\n
        4.1.     Closing Date<\/b>.
\n     The closing of the transactions contemplated by this Agreement (the “Closing”)
\nshall take place at the offices of General Communication, Inc., Anchorage, Alaska  as soon  as is practicable
\nfollowing the satisfaction or waiver of the conditions in Sections 4.2 and 4.3 (the “Closing Date”).<\/font><\/p>\n
        4.2.
\n     Conditions Precedent to the Obligations of WorldCom and Network Services.<\/b>
\nThe obligations of WorldCom and Network Services to sell, assign and transfer
\nthe Kanas Interests to GCI is subject to the satisfaction, at or prior to the
\nClosing, of each of the following conditions (any of which may be waived by
\nWorldCom, in whole or in part): <\/font><\/p>\n
                (a)     Accuracy of GCI’s Representations  and Warranties<\/i>.  All representations and warranties
\nby GCI must have been accurate in all material respects as of the date of this Agreement, and must be accurate in
\nall material respects as of the Closing Date as if made on the Closing Date.<\/font><\/p>\n
                (b)     GCI’s Performance<\/i>.  All of the covenants and obligations that GCI is required to
\nperform or to comply with pursuant to this Agreement at or prior to the closing must have been duly performed and
\ncomplied with in all material respects.<\/font><\/p>\n
                (c)     Intentionally deleted.<\/font><\/p>\n
                (d)     Closing Deliveries<\/i>.  GCI shall have delivered or caused the delivery to WorldCom and
\nNetwork Services of the following:<\/font><\/p>\n
                        (i)     a certificate representing 1,000 shares of the Series C Preferred Stock in the
\nname of Network Services and a certificate representing 9,000 shares of the Series C Preferred Stock in the name
\nof WorldCom;<\/font><\/p>\n
                        (ii)     a written opinion of Bonnie J. Paskvan, Esq., corporate counsel to GCI, dated
\nas of the Closing Date, addressed to WorldCom and Network Services;<\/font><\/p>\n
                        (iii)     (A) a certified copy of the resolutions of the board of directors of GCI
\nauthorizing and approving
\nthis Agreement and the consummation of the transactions contemplated hereby; (B)
\na copy of the Bylaws of GCI certified by GCI\u0092s Secretary; and (C) a copy of
\nthe Articles of Incorporation of GCI certified by the Department of Community
\nand Economic Development of the State of Alaska; <\/font><\/p>\n
                        (iv)     a good standing certificate for GCI, dated as close as practicable to the
\nClosing Date, issued by the Department of Community and Economic Development of the State of Alaska; and<\/font><\/p>\n
<\/p>\n
7<\/p>\n
                        (v)     evidence of a commitment from one or more financial institutions for the
\nfinancing of Kanas capital
\nimprovements in the amount of at least $20 million which shall not require a
\nguaranty or other form of credit enhancement from WorldCom or any of its
\nsubsidiaries. <\/font><\/p>\n
                (e)     Kanas – Alyeska Agreement<\/i>.  Kanas and Alyeska shall have entered into a new
\ntelecommunications services agreement  which shall not impose any obligations on WorldCom or any of its
\nsubsidiaries.<\/font><\/p>\n
                (f)     Settlement Agreement<\/i>.  TAPS 6220 shall have been terminated and Alyeska shall have
\nreleased WorldCom, Able Telcom Holding Corp. (“Able”), and Adesta Communications, Inc. (“Adesta”), and their
\nrespective subsidiaries, directors, officers and employees from any and all claims which Alyeska may have under
\nTAPS 6220, in form and substance satisfactory to WorldCom.<\/font><\/p>\n
                (g)     Action against Surety<\/i>.  Alyeska  shall have dismissed, with prejudice, the action
\nknown as Alyeska Pipeline Service Company v. The Aetna Casualty & Surety Company<\/u>, Case No. A00 336, pending in
\nthe United States District Court for the District of Alaska and shall have released the surety from any liability
\nunder the bonds which are the subject of such action.<\/font><\/p>\n
                (h)     Agreement by Kanas<\/i>.  Kanas shall have covenanted, for the benefit of WorldCom, that it
\nwill not assert any claim against Bracknell Corporation (“Bracknell”), Able or Adesta, or any of their respective
\ndirect and indirect subsidiaries, that could subject WorldCom to a claim for indemnification under that certain
\nAmended and Restated Commitment Agreement dated as of December 22, 2000 between Bracknell and WorldCom.<\/font><\/p>\n
                (i)     Registration Rights Agreement<\/i>.  WorldCom, Network Services and GCI shall have executed
\nand delivered an amended and restated registration rights agreement.<\/font><\/p>\n
                (j)     Absence of Litigation<\/i>.  No action, suit or proceeding before any court or any
\nGovernmental Body, pertaining to the transactions contemplated by this Agreement or to its consummation, shall
\nhave been instituted or threatened against GCI, WorldCom or Network Services on or before the Closing Date.<\/font><\/p>\n
                (k)     Approval of Documentation<\/i>.  The form and substance of all certificates, instruments,
\nopinions and other documents delivered by GCI under this Agreement shall be satisfactory in all reasonable
\nrespects to WorldCom and its counsel.<\/font><\/p>\n
                (l)     No Prohibition<\/i>.  Neither the consummation nor the performance of any of the
\ntransactions contemplated by this Agreement will directly or indirectly (with or without notice or lapse of
\ntime), materially contravene, or conflict with, or result in a material violation of, or cause WorldCom or any
\nAffiliate of WorldCom to suffer any material adverse consequence under, any applicable Legal Requirement.<\/font><\/p>\n
<\/p>\n
8<\/p>\n
        4.3.     Conditions Precedent to the Obligations of GCI<\/b>. GCI’s obligation to purchase the items
\nlisted in Section 2.1 and to take the other actions required to be taken by it at the Closing is subject to the
\nsatisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by GCI,
\nin whole or in part):<\/font><\/p>\n
                (a)     Accuracy of WorldCom’s Representations  and Warranties<\/i>.  All representations and
\nwarranties by WorldCom and Network Services in this Agreement must have been accurate in all material respects as
\nof the date of this Agreement, and must be accurate in all material respects as of the Closing Date as if made on
\nthe Closing Date.<\/font><\/p>\n
                (b)     Performance by WorldCom and Network Services<\/i>.  All of the covenants and obligations
\nthat WorldCom and Network Services are required to perform or to comply with pursuant to this Agreement at or
\nprior to the Closing  must have been duly performed and complied with in all material respects.<\/font><\/p>\n
                (c)     Intentionally deleted.<\/font><\/p>\n
                (d)     RCA Compliance<\/i>.  The RCA shall have approved the sale of the controlling interest of
\nKanas by WorldCom and Network Services to GCI.<\/font><\/p>\n
                (e)     Closing Deliveries<\/i>.  WorldCom and Network Services shall have delivered or caused the
\ndelivery to GCI of the following:<\/font><\/p>\n
                        (i)   certificates representing 42,500 shares of the common stock of Kanas, together
\nwith stock powers, duly endorsed in blank;<\/font><\/p>\n
                        (ii)   the CL Notes and the WorldCom Note, each endorsed to the order of GCI, without
\nrecourse;<\/font><\/p>\n
                        (iii)   instruments of assignment of the CL Security Interests, in recordable form, as
\nappropriate;<\/font><\/p>\n
                        (iv)   resignations by Stephen Mooney, Reginald Chesson and Richard Zwicker as
\ndirectors and, as applicable, officers of Kanas; and<\/font><\/p>\n
                        (v)   a written opinion of in-house corporate , counsel to WorldCom, dated as of the
\nClosing Date, addressed to GCI.<\/font><\/p>\n
                (f)     MCI Carrier Agreement<\/i>.  WorldCom and GCI shall have executed and delivered the Sixth
\nAmendment to the MCI Carrier Agreement dated January 1, 1993, extending the term of such agreement to and
\nincluding March 31, 2006 and containing pricing and other terms and conditions reasonably acceptable to GCI.<\/font><\/p>\n
                (g)     Alyeska Release<\/i>.  Alyeska shall have released Kanas and its subsidiaries, directors,
\nofficers, and employees from any and all claims which Alyeska may have under TAPS 6220 prior to the date of such
\nagreement<\/font><\/p>\n
<\/p>\n
9<\/p>\n
                (h)     Absence of Litigation<\/i>.  No action, suit or proceeding before any court or any
\nGovernmental Body,  pertaining to the transaction contemplated by this Agreement or to its consummation, shall
\nhave been instituted or threatened against WorldCom or Network Services on or before the Closing Date.<\/font><\/p>\n
                (i)     Approval of Documentation<\/i>.  The form and substance of all certificates, instruments,
\nopinions and other documents delivered by WorldCom or Network Services under this Agreement shall be satisfactory
\nin all reasonable respects to GCI and its counsel.<\/font><\/p>\n
                (j)     No Prohibition<\/i>.  Neither the consummation nor the performance of any of the
\ntransactions contemplated by this Agreement will directly or indirectly (with or without notice or lapse of
\ntime), materially contravene, or conflict with, or result in a material violation of, or cause GCI or any
\nAffiliate of GCI to suffer any material adverse consequence under any applicable Legal Requirement.<\/font><\/p>\n
ARTICLE V<\/font><\/h1>\n
TERMINATION<\/font><\/h1>\n
        5.1     Termination Events<\/b>.  This Agreement may, by notice given prior to the Closing, be terminated:<\/font><\/p>\n
                (a)
\n     by WorldCom, if (i) any of the conditions in Section 4.2 have not been satisfied
\nby July 31, 2001 or if satisfaction of such a condition is or becomes impossible
\n(other than through the failure of WorldCom to comply with its obligations under
\nthis Agreement) and WorldCom has not waived such condition on or before such
\ndate; (ii) if WorldCom, in its sole discretion, determines to institute
\nlitigation by Kanas against Alyeska pertaining to TAPS 6220; (iii) if Alyeska
\ninstitutes litigation against Kanas or WorldCom pertaining to TAPS 6220 (with
\nthe exception of any litigation commenced solely for the purpose of preservation
\nof rights and the prosecution of which is concensually stayed); or (iv) if GCI
\nceases to finance the working capital needs of Kanas; <\/font><\/p>\n
                (b)
\n     by GCI, if (i) any of the conditions in Section 4.3 has not been satisfied by
\nJuly 31, 2001 or if satisfaction of such a condition is or becomes impossible
\n(other than through the failure of GCI to comply with its obligation under this
\nAgreement) and GCI has not waived such condition on or before such date; or (ii)
\nif either Kanas or Alyeska institutes litigation pertaining to TAPS 6220 (with
\nthe exception of any litigation commenced solely for the purpose of preservation
\nof rights and the prosecution of which is concensually stayed); or <\/font><\/p>\n
                (c)     by mutual consent of WorldCom and GCI.<\/font><\/p>\n
        5.2
\nEffect of Termination<\/b>. Each party\u0092s right of termination under
\nSection 5.1 is in addition to any other rights it may have under this Agreement
\nor otherwise, and the exercise of a right of termination will not be an election
\nof remedies. If this Agreement is terminated pursuant to Section 5.1, all
\nfurther obligations of the parties under this Agreement will terminate;
\nprovided, however, that if this Agreement is terminated by a party because of
\none or more of the conditions to the terminating party\u0092s obligation under
\nthis Agreement is not satisfied as a result of the other party\u0092s failure to
\ncomply with its obligations under this Agreement, the terminating party\u0092s
\nright to pursue all legal remedies will survive such termination unimpaired. <\/font><\/p>\n
<\/p>\n
10<\/p>\n
ARTICLE VI<\/font><\/h1>\n
INDEMNIFICATION;
\nREMEDIES<\/font><\/h1>\n
        6.1.
\n     Indemnification by GCI. <\/b>GCI shall defend, indemnify and hold harmless
\nWorldCom, Network Services and each of their respective Affiliates, employees,
\nsuccessors and assigns (WorldCom, Network Services and such persons,
\ncollectively, \u0093WorldCom\u0092s <\/u>Indemnified Persons\u0094), and shall
\nreimburse WorldCom\u0092s Indemnified Persons, for, from and against each and
\nevery demand, claim, loss (which shall include any diminution in value),
\nliability, judgment, damage, cost and expense (including, without limitation,
\ninterest, penalties, costs of preparation and investigation, and the reasonable
\nfees, disbursements and expenses of attorneys, accountants and other
\nprofessional advisors) (collectively, \u0093Losses\u0094) imposed on or incurred
\nby WorldCom\u0092s Indemnified Persons, directly or indirectly, relating to,
\nresulting from or arising out of: <\/font><\/p>\n
                (a)     any inaccuracy in any representation or warranty in any respect, whether or not WorldCom’s
\nIndemnified Persons relied thereon or had knowledge thereof, or any breach or nonfulfillment of any covenant,
\nagreement or other obligation of GCI under this Agreement, or any certificate or other document delivered or to
\nbe delivered pursuant hereto; and<\/font><\/p>\n
                (b)     the business conducted by and operations of Kanas following the Closing Date.<\/font><\/p>\n
        6.2
\n     Indemnification by WorldCom. <\/b>WorldCom shall defend, indemnify and hold
\nharmless GCI, its Affiliates, employees, successors and assigns (GCI and such
\npersons, collectively, \u0093GCI\u0092s Indemnified Persons\u0094), and shall
\nreimburse GCI\u0092s Indemnified Persons, for, from and against all Losses
\nimposed on or incurred by GCI\u0092s Indemnified Persons, directly or
\nindirectly, relating to, resulting from or arising out of: <\/font><\/p>\n
                (a)     any inaccuracy in any representation or warranty in any respect, whether or not GCI’s
\nIndemnified Persons relied thereon or had knowledge thereof, or any breach or nonfulfillment of any covenant,
\nagreement or other obligation of WorldCom or Network Services under this Agreement or any certificate or other
\ndocument delivered or to be delivered pursuant hereto; and<\/font><\/p>\n
                (b)     for the period prior to the Closing Date, actions or inactions in its capacity as a
\nshareholder of Kanas.<\/font><\/p>\n
        6.3.
\n     Undisputed Claims. <\/b> A party (the \u0093Indemnified Party\u0094) shall
\nassert a Claim that it is entitled to, or may become entitled to,
\nindemnification under this Agreement by giving written notice of its Claim to
\nthe party or parties that are, or may become, required to indemnify the
\nIndemnified Party (the \u0093Indemnifying Party\u0094), providing reasonable
\ndetails of the facts giving rise to the Claim and a statement of the Indemnified
\nParty\u0092s Loss in connection with the Claim, to the extent such Loss is then
\nknown to the Indemnified Party and, otherwise, an estimate of the amount of the
\nLoss that it reasonably anticipates that it will incur or suffer. If the
\nIndemnifying Party does not object to the Claim during the twenty (20) day
\nperiod following the date of delivery of the Indemnified Party\u0092s notice of
\nits Claim (the \u0093Objection Period\u0094), the Claim shall be considered
\nundisputed and the Indemnified Party shall be entitled to recover the amount of
\nits Loss. The fact that a Claim is not disputed by the Indemnifying Party shall
\nnot constitute an admission or create any inference that the asserted Claim is
\nvalid for any purpose other than the indemnity obligation of the Indemnifying
\nParty as to such Claim pursuant to this Article VI. <\/font><\/p>\n
<\/p>\n
11<\/p>\n
        6.4.
\n     Disputed Claims. <\/b> If the Indemnifying Party gives notice to the
\nIndemnified Party within the Objection Period that the Indemnifying Party
\nobjects to the Claim, then (a) the parties shall attempt in good faith to
\nresolve their differences during the thirty (30) day period following the date
\nof delivery of the Indemnifying Party\u0092s notice of its objection (the
\n\u0093Resolution Period\u0094), and (b) if the parties fail to resolve their
\ndisagreement during the Resolution Period, either party may unilaterally submit
\nthe disputed Claim for resolution in accordance with Section 7.2. <\/font><\/p>\n
        6.5.
\n     Notice and Defense of Third-Party Claims. <\/b>If any action, claim or
\nproceeding shall be brought or asserted under this Article VI against an
\nIndemnified Party in respect of which indemnity may be sought under this Article
\nVI from an Indemnifying Party or any successor thereto, the Indemnified Person
\nshall give prompt written notice of such action or claim to the Indemnifying
\nPerson who shall assume the defense thereof, including the employment of counsel
\nreasonably satisfactory to the Indemnified Person and the payment of all
\nexpenses; except that any delay or failure to so notify the Indemnifying Person
\nshall relieve the Indemnifying Person of its obligations hereunder only to the
\nextent, if at all, that it is prejudiced by reason of such delay or failure. The
\nIndemnified Person shall have the right to employ separate counsel in any of the
\nforegoing actions, claims or proceedings and to participate in the defense
\nthereof, but the fees and expenses of such counsel shall be at the expense of
\nthe Indemnified Person unless both the Indemnified Person and the Indemnifying
\nPerson are named as parties and the Indemnified Person shall in good faith
\ndetermine that representation by the same counsel is inappropriate. In the event
\nthat the Indemnifying Person, within ten days after notice of any such action or
\nclaim, fails to assume the defense thereof, the Indemnified Person shall have
\nthe right to undertake the defense, compromise or settlement of such action,
\nclaim or proceeding for the account of the Indemnifying Person, subject to the
\nright of the Indemnifying Person to assume to the defense of such action, claim
\nor proceeding with counsel reasonably satisfactory to the Indemnified Person at
\nany time prior to the settlement, compromise or final determination thereof.
\nAnything in this Article VI to the contrary notwithstanding, the Indemnifying
\nPerson shall not, without the Indemnified Person\u0092s prior written consent,
\nsettle or compromise any action or claim or proceeding or consent to entry of
\nany judgment with respect to any such action or claim except such that requires
\nsolely the payment of money damages by the Indemnifying Person and that includes
\nas an unconditional term thereof the release by the claimant or the plaintiff of
\nthe Indemnified Person from all liability in respect of such action, claim or
\nproceeding. <\/font><\/p>\n
<\/p>\n
12<\/p>\n
ARTICLE VII<\/font><\/h1>\n
MISCELLANEOUS<\/font><\/h1>\n
        7.1
\n     Notices<\/b>. All notices, requests, demands and other communications
\nhereunder shall be given in writing and shall be: (a) personally delivered; (b)
\nsent by telecopier, facsimile transmission (with a conforming copy sent via
\nregular U.S. mail), or other electronic means of transmitting written documents;
\nor (c) sent to the parties at their respective addresses indicated herein by
\nregistered or certified U.S. mail, return receipt requested and postage prepaid,
\nor by private overnight mail courier service. The respective addresses to be
\nused for all such notices, demands or requests are as follows: <\/font><\/p>\n\n\n
 <\/font><\/td>\n
\nIf to WorldCom or Network Services, to:<\/p>\n
C\/o WorldCom Venture Fund, Inc.
 
\n1133 19th Street, N.W.
 
\nWashington, D.C.  20036
 
\nAttention: Mr. Stephen Mooney<\/font><\/td>\n
 <\/font><\/td>\n
\n(with a copy to)<\/p>\n
Lawrence A. Goldman, Esq.
\nGibbons, Del Deo, Dolan,
\nGriffinger & Vecchione
\nOne Riverfront Plaza
\nNewark, New Jersey 07102-5497
\n<\/font><\/td>\n<\/tr>\n<\/table>\n
or to such other person or address as WorldCom shall furnish to GCI in writing.<\/font><\/p>\n\n\n
 <\/font><\/td>\n
\nIf to GCI, to:<\/p>\n
General Communication, Inc.
\n2550 Denali Street, Suite 1000 
\nAnchorage, AK 99503-2781
 
\nAttention: Ronald Duncan, President
<\/font><\/td>\n
 <\/font><\/td>\n
\n(with a copy to)<\/p>\n
Bonnie J. Paskvan, Esq.
\nGeneral Communication, Inc.
\n2550 Denali Street, Suite 1000
\nAnchorage, AK 99503-2781
<\/font><\/td>\n<\/tr>\n<\/table>\n
or to such other person or address as GCI shall furnish to WorldCom in writing.<\/font><\/p>\n
        If
\npersonally delivered pursuant hereto, such communication shall be deemed
\ndelivered upon actual receipt; if electronically transmitted pursuant hereto,
\nsuch communication shall be deemed delivered the next business day after
\ntransmission, and sender shall bear the burden of proof of delivery; if sent by
\novernight courier pursuant hereto, such communication shall be deemed delivered
\nupon receipt; and if sent by U.S. mail pursuant hereto, such communication shall
\nbe deemed delivered as of the date of delivery indicated on the receipt issued
\nby the relevant postal service, or, if the addressee fails or refuses to accept
\ndelivery, as of the date of such failure or refusal. Any party to this Agreement
\nmay change its address for the purposes of this Agreement by giving notice
\nthereof in accordance with this Section 7.1. <\/font><\/p>\n
        7.2.
\n     Arbitration. <\/b>The parties hereby agree that any dispute regarding the
\nrights and obligations of any party under this Agreement must be resolved by
\narbitration pursuant to this Section 7.2. Within seven (7) days of any
\nparty\u0092s written notice to the other of its desire to submit any dispute to
\narbitration, the parties will meet to attempt to amicably resolve their
\ndifferences and, failing such resolution, the parties may submit the matter to
\nmandatory and binding arbitration with the American Arbitration Association
\n(\u0093AAA\u0094), under its Commercial Dispute Resolution Procedures and the
\nUnited States Arbitration Act, 9 U.S.C. \u00a71-16. The issue(s) in dispute
\nshall be settled by arbitration in Seattle, Washington, by a panel of three
\narbitrators (the \u0093Panel<\/u>\u0094). The only issue(s) to be determined
\nby the Panel will be those issues specifically submitted to the Panel. The Panel
\nwill not extend, modify or suspend any of the terms of this Agreement. Judgment
\nupon the award rendered by the Panel may be entered by any court having
\njurisdiction thereof. The written judgment shall be promptly issued and be in
\naccordance with Alaska law and the relevant facts. A determination of the Panel
\nshall be by majority vote. <\/font><\/p>\n
<\/p>\n
13<\/p>\n
        Promptly
\nfollowing receipt of the request for arbitration, AAA shall convene the parties
\nin person or by telephone to attempt to select the arbitrators by agreement of
\nthe parties. If agreement is not reached, GCI shall select one arbitrator and
\nWorldCom shall select one other arbitrator. These two arbitrators shall select a
\nthird arbitrator. If these two arbitrators are unable to select the third
\narbitrator by mutual agreement, AAA shall submit to the parties a list of not
\nless than eleven (11) candidates. Such list shall include a brief statement of
\neach candidate\u0092s qualifications. Each party shall number the candidates in
\norder of preference, shall note any objection they may have to any candidate,
\nand shall deliver the list so marked back to AAA. Any party failing without good
\ncause to return the candidate list so marked within ten (10) days after receipt
\nshall be deemed to have assented to all candidates listed thereon. AAA shall
\ndesignate the arbitrator willing to serve for whom the parties collectively have
\nindicated the highest preference and who does not appear to have a conflict of
\ninterest. If a tie should result between two candidates, AAA may designate
\neither candidate. <\/font><\/p>\n
        This
\nagreement to arbitrate is specifically enforceable. Judgment upon any award
\nrendered by the Panel may be entered in any court having jurisdiction. The
\ndecision of the Panel within the scope of the submission is final and binding on
\nall parties, and any right to judicial action on any matter subject to
\narbitration hereunder hereby is waived (unless otherwise provided by applicable
\nlaw), except suit to enforce this arbitration award or in the event arbitration
\nis not available for any reason. If the rules of the AAA differ from those of
\nthis Section 7.2, the provisions of this Section 7.2 will control. The costs and
\nfees of arbitration shall be paid one-half by each of WorldCom and GCI, and each
\nparty shall otherwise be responsible for its own professional costs and expenses
\nin connection with the arbitration. <\/font><\/p>\n
        7.3.
\n     Disclosures and Announcements. <\/b>The timing and content of all disclosures
\nto third parties and public announcements concerning the transactions provided
\nfor in this Agreement, by WorldCom or GCI, shall be subject to the approval of
\nthe other in all essential respects which shall not be unreasonably withheld or
\ndelayed; provided<\/u>, however<\/u>, that the other party\u0092s approval
\nshall not be required as to any statements and other information that either
\nWorldCom or GCI may make pursuant to any rule or regulation or as required by
\nlaw. <\/font><\/p>\n
        7.4.
\n     Assignment, Parties in Interest. <\/b> Except as expressly provided herein,
\nthe rights and obligations of a Party hereunder may not be assigned, transferred
\nor encumbered without the prior written consent of the other Parties. This
\nAgreement shall be binding upon, inure to the benefit of, and be enforceable by,
\nthe respective successors and permitted assigns of the Parties hereto. GCI may
\nassign this Agreement for security purposes to it lenders. <\/font><\/p>\n
<\/p>\n
14<\/p>\n
        7.5.
\n     Further Assurance. <\/b>From time to time, at GCI\u0092s request and without
\nfurther consideration, WorldCom or Network Services, as applicable, will execute
\nand deliver to GCI such documents and take such other actions as GCI may
\nreasonably request in order to vest in GCI good, valid and marketable title to
\nthe Kanas Interests being transferred hereunder. <\/font><\/p>\n
        7.6.     Law Governing Agreement<\/b>.  This Agreement shall be construed and interpreted according to the
\ninternal laws of the State of Alaska.<\/font><\/p>\n
        7.7.     Amendment and Modification<\/b>.  The Parties may amend, modify and supplement this Agreement in
\nsuch manner as may be agreed upon by them in writing.<\/font><\/p>\n
        7.8.     Entire Agreement<\/b>.  This Agreement embodies the entire agreement among the Parties hereto with
\nrespect to the transactions contemplated herein, and there have been and are no agreements, representations or
\nwarranties between the parties other than those set forth or provided for herein.<\/font><\/p>\n
        7.9.     Counterparts<\/b>.  This Agreement may be executed in one or more counterparts, each of which shall
\nbe deemed an original, but all of which together shall constitute one and the same instrument.<\/font><\/p>\n
        7.10.     Headings<\/b>.  The headings in this Agreement are inserted for convenience only and shall not
\nconstitute a part hereof.<\/font><\/p>\n
<\/p>\n
15<\/p>\n
        IN
\nWITNESS WHEREOF<\/b>, this Agreement has been duly executed and delivered by each
\nof the parties by duly authorized representatives, on the date first above
\nwritten. <\/font><\/p>\n\n\n\n\n\n\n\n
 <\/td>\nGENERAL COMMUNICATION, INC.<\/p>\n
<\/font><\/td>\n<\/tr>\n
<\/td>\nBy:<\/td>\n\n
\nName:   Ronald A. Duncan
\nTitle:      President<\/p>\n<\/td>\n<\/tr>\n
 <\/td>\n<\/p>\n
WORLDCOM, INC.<\/p>\n
<\/font><\/td>\n<\/tr>\n
<\/td>\nBy:<\/td>\n\n
\nName:   David Myers
\nTitle:      Senior Vice President; Comptroller<\/p>\n<\/td>\n<\/tr>\n
 <\/td>\n<\/p>\n
MCI WORLDCOM NETWORK SERVICES, INC.<\/p>\n
<\/font><\/td>\n<\/tr>\n
<\/td>\nBy:<\/td>\n\n
\nName:   David Myers
\nTitle:<\/p>\n<\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
16<\/p>\n
Exhibit A<\/font><\/h1>\n
CL Security
\nInterests<\/font><\/h1>\n
        (a)     Deed of Trust, Security Agreement and Financing Statement dated as of November 1, 1996 from
\nKanas Telecom, Inc. to Stewart Title Company of Alaska, Inc., as Trustee for the benefit of Credit Lyonnais, New
\nYork Branch, in its capacity as Administrative Agent, as Beneficiary and filed as follows:<\/font><\/p>\n\n\n\n\n\n\n\n\n
Recording District<\/u><\/font><\/td>\nRecording Date<\/u><\/font><\/td>\nRecording Information<\/u><\/font><\/td>\n<\/tr>\n
Barrow <\/font><\/td>\n11\/15\/96 <\/font><\/td>\n#96-2147, Book 86, Pages 838-901<\/font><\/td>\n<\/tr>\n
Chitina <\/font><\/td>\n11\/15\/96 <\/font><\/td>\n#96-0988, Book 47, Pages 370-434 <\/font><\/td>\n<\/tr>\n
Fairbanks<\/font><\/td>\n11\/15\/96 <\/font><\/td>\n#96-23198, Book 979, Pages 554-617 <\/font><\/td>\n<\/tr>\n
Ft. Gibbons<\/font><\/td>\n11\/15\/96 <\/font><\/td>\n#96-558, Book 9, Pages 835-899 <\/font><\/td>\n<\/tr>\n
Rampart<\/font><\/td>\n11\/15\/96 <\/font><\/td>\n#96-28, Book 7, Pages 124-187 <\/font><\/td>\n<\/tr>\n
Valdez<\/font><\/td>\n11\/18\/96 <\/font><\/td>\n#96-1108, Book 130, Pages 592-656 <\/font><\/td>\n<\/tr>\n<\/table>\n
        (b)     First Amendment to Deed of Trust, Security Agreement and Financing Statement dated as of
\nNovember 21, 1997 from Kanas Telecom, Inc. to Stewart Title Company of Alaska, Inc., as Trustee for the benefit
\nof Credit Lyonnais, New York Branch, in its capacity as Administrative Agent, as Beneficiary and filed as follows:<\/font><\/p>\n\n\n\n\n\n\n\n\n
Recording District<\/u><\/font><\/td>\nRecording Date<\/u><\/font><\/td>\nRecording Information<\/u><\/font><\/td>\n<\/tr>\n
Barrow <\/font><\/td>\n2\/23\/98 <\/font><\/td>\n#98-400, Book 95, Pages 935-941 <\/font><\/td>\n<\/tr>\n
Chitina <\/font><\/td>\n2\/23\/98 <\/font><\/td>\nBook 50, Page 664 <\/font><\/td>\n<\/tr>\n
Fairbanks<\/font><\/td>\n2\/23\/98 <\/font><\/td>\n#98-3622, Book 1051, Pages 142-148 <\/font><\/td>\n<\/tr>\n
Ft. Gibbons<\/font><\/td>\n2\/23\/98 <\/font><\/td>\n#98-6, Book 10, Pages 212-218 <\/font><\/td>\n<\/tr>\n
Rampart<\/font><\/td>\n2\/23\/98 <\/font><\/td>\n#98-6, Book 7, Pages 542-548 <\/font><\/td>\n<\/tr>\n
Valdez<\/font><\/td>\n2\/23\/98 <\/font><\/td>\n#98-166, Book 134, Pages 611-617 <\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
17<\/p>\n
        (c)     Second Amendment to Deed of Trust, Security Agreement and Financing Statement dated as of June
\n25, 1999 from Kanas Telecom, Inc. to Stewart Title Company of Alaska, Inc., as Trustee for the benefit of Credit
\nLyonnais, New York Branch, in its capacity as Administrative Agent, as Beneficiary and filed as follows:<\/font><\/p>\n
<\/p>\n
18<\/p>\n\n\n\n\n\n\n\n\n
Recording District<\/u><\/font><\/td>\nRecording Date<\/u><\/font><\/td>\nRecording Information<\/u><\/font><\/td>\n<\/tr>\n
Barrow <\/font><\/td>\n7\/6\/99 <\/font><\/td>\n#00-1381, Book 107, Pages 619-626 <\/font><\/td>\n<\/tr>\n
Chitina <\/font><\/td>\n7\/12\/99 <\/font><\/td>\n#000546, Book 54, Pages 702-709 <\/font><\/td>\n<\/tr>\n
Fairbanks<\/font><\/td>\n7\/6\/99 <\/font><\/td>\n#016827, Book 1149, Pages 55-62 <\/font><\/td>\n<\/tr>\n
Ft. Gibbons<\/font><\/td>\n7\/6\/99 <\/font><\/td>\n#270, Book 10, Pages 615-623 <\/font><\/td>\n<\/tr>\n
Rampart<\/font><\/td>\n7\/6\/99 <\/font><\/td>\n#26, Book 7, Pages 693-701 <\/font><\/td>\n<\/tr>\n
Valdez<\/font><\/td>\n7\/12\/99 <\/font><\/td>\n#669, Book 139, Pages 758-765 <\/font><\/td>\n<\/tr>\n<\/table>\n
        (d)     Financing Statement executed in connection with item (a) above filed as follows:<\/font><\/p>\n\n\n\n\n\n\n\n\n\n
Recording District<\/u><\/font><\/td>\nRecording Date<\/u><\/font><\/td>\nRecording Information<\/u><\/font><\/td>\n<\/tr>\n
Barrow <\/font><\/td>\n11\/15\/96 <\/font><\/td>\n#96-2148, Book 86, Pages 902-966
#96-2149<\/font><\/td>\n<\/tr>\n
Chitina <\/font><\/td>\n11\/15\/96 <\/font><\/td>\n#96-0989, Book 47, Pages 435-500
#96-0990 <\/font><\/td>\n<\/tr>\n
Fairbanks<\/font><\/td>\n11\/15\/96 <\/font><\/td>\n#96-23199, Book 979, Pages 618-682
#96-23200 <\/font><\/td>\n<\/tr>\n
Ft. Gibbons<\/font><\/td>\n11\/15\/96 <\/font><\/td>\n#96-559, Book 9, Pages 900-965
#96-560 <\/font><\/td>\n<\/tr>\n
Rampart<\/font><\/td>\n11\/15\/96 <\/font><\/td>\n#96-29, Book 7, Pages 188-252
#96-30 <\/font><\/td>\n<\/tr>\n
Valdez<\/font><\/td>\n11\/15\/96 <\/font><\/td>\n#96-1109, Book 130, Pages 657-723
#96-1110 <\/font><\/td>\n<\/tr>\n
Secretary of State of Alaska<\/font><\/td>\n7\/6\/96 <\/font><\/td>\n#466236 <\/p>\n
<\/font><\/td>\n<\/tr>\n<\/table>\n
        (e)     Security Agreement dated as of November 1, 1996 from Kanas Telecom, Inc. for the benefit of
\nCredit Lyonnais, New York Branch, as Administrative Agent.<\/font><\/p>\n
        (f)     Financing Statement executed in connection with item (e) above filed with the Secretary of
\nState of Alaska on November 15, 1996 as #423308.<\/font><\/p>\n
        (g)     Pledge Agreements dated as of November 1, 1996 from each of MFS Network Technologies, Inc. (now
\nknown as Adesta Communications, Inc.).  Ahtna, Inc., Arctic Slope Regional Corporation and Chugach Alaska
\nCorporation and related stock certificates, stock powers and financing statements.<\/font><\/p>\n
        (h)     Subordination Agreement dated as of November 1, 1996 from MFS Network Technologies, Inc. (now
\nknown as Adesta Communications, Inc.) for the benefit of Credit Lyonnais, New York Branch, As Administrative
\nAgent.<\/font><\/p>\n
<\/p>\n
19<\/p>\n
Exhibit B
Statement of
\nDesignations
GCI Series C Preferred
\nStock<\/font><\/h1>\n
<\/p>\n
20<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7613,9361],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9622,9627],"class_list":["post-43225","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-general-communication-inc","corporate_contracts_companies-worldcom-inc","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43225","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43225"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43225"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43225"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43225"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}