Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 14, 1996
General Communication, Inc.
(Exact name of registrant as specified in its charter)
Alaska 0-15279 92-0072737
------ ------- ----------
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
2550 Denali Street, Suite 1000, Anchorage Alaska 99503-2781
- ------------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
(907) 265-5600
--------------
(Registrant's telephone number, including area code.)
N/A
(Former name or former address, if changed since last report)
ASS00891.WP5 1
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Item 5. Other Events
(a) General. On March 14, 1996 General Communication, Inc. ("Company")
entered into four non-binding letters of intent to acquire several Alaskan cable
companies that offer cable television service to more than 101,000 subscribers
serving approximately 74 percent of households throughout the state. The Company
proposes to raise a portion of the capital for these acquisitions through a sale
of additional stock to MCI Telecommunications Corporation ("MCI"). The Company
has entered into a non-binding letter of intent with MCI on that proposed sale.
The Company has in addition amended two carrier agreements with MCI. All of
these events are further described below.
(b) Company's Acquisition of Prime Cable of Alaska. On March 14, 1996,
the Company entered into a non-binding (with two limited exceptions as described
below) letter of intent ("Prime Letter") with Prime Venture I Holdings, L.P.,
Prime Cable Growth Partners, L.P., and Alaska Cable, Inc. outlining the
principal terms and conditions of several proposed transactions ("Prime Proposed
Transactions"). The Prime Proposed Transactions center on the Company's offer to
acquire all of the partnership interests and participation interests ("Prime
Securities") in Prime Cable of Alaska, L.P. ("Prime") from the present holders
of those securities who are entities affiliated with a Prime management group
("Prime Sellers").
As a result of the Prime Proposed Transactions, the Company would
become the owner, directly or indirectly through wholly-owned subsidiaries, of
100 percent of the limited partner and general partner interests of Prime. Prime
owns and operates cable television businesses located in Anchorage, Eagle River,
Chugiak, Kenai, Soldotna, Bethel, Fort Richardson, and Elmendorf Air Force Base,
Alaska (these businesses collectively, "Prime Alaska System").
The Prime Letter states that the exact structure and specified terms
and conditions of the Prime Proposed Transactions are to be set forth in
definitive agreements including a Prime Securities purchase agreement ("Prime
Purchase Agreement"). On the final closing date (not later than December 31,
1996) under the Prime Purchase Agreement, the Company is to deliver to Prime
Sellers 11.8 million shares of Class A common stock ("Prime Company Shares") in
payment and exchange for the Prime Securities owned by Prime Sellers.
The Prime Letter states that the Prime Sellers are to have the right to
require registration of the Prime Company Shares under the federal Securities
Act of 1933, as amended ("Securities Act"), for the initial distribution to them
and, if required, subsequent resales by them in the open market. The letter
states that the Prime Sellers must agree not to sell any of the Prime Company
Shares for a period of 90 days following the final closing date on the Prime
Purchase Agreement and not to sell more than 20 percent of the Prime Company
Shares during the 59 day period immediately following that 90 day
ASS00891.WP5 2
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period. Under the Prime Letter following those two periods, the Prime Sellers
may sell any and all remaining Prime Company Shares.
The Prime Letter states that Prime II Management, L.P. ("PIIM") is to
enter into a management agreement ("Prime Management Agreement") with the
Company whereby PIIM would for a fee provide management services to Prime with
respect to the Prime Alaska System. The agreement is to have a nine year term.
PIIM is the present manager of Prime.
The Prime Letter states that one of the conditions precedent to the
final closing on the Prime Purchase Agreement is to be the obtaining of consents
of various persons including state and federal regulators, shareholders of the
corporations involved in the Prime Proposed Transactions including the Company,
as applicable, Prime's owners, lenders, and partners, and the Company's lenders.
The Prime Letter states that the letter has not been authorized by
requisite corporate or partnership action by the Company and the Prime Sellers,
that it is an expression of the intentions of the parties only, and that it is
not a binding or enforceable obligation of the parties, except as to the payment
by the parties of certain of their expenses with respect to the letter and the
treatment by the parties of the terms of the letter as confidential.
Under the Prime Proposed Transactions, the Company is to take such
actions as are necessary to cause its board of directors to expand to include
two additional members. Furthermore, the Company is to cooperate with the
parties to the Prime Proposed Transactions to amend the Voting Agreement among
MCI, WestMarc Communications, Inc., Ronald A. Duncan (president and chief
executive officer of the Company) and Robert M. Walp (vice-chairman of the board
of the Company) in order that the Prime Sellers may become parties to the Voting
Agreement and appoint two members to the Company's board of directors as of the
final closing on the Prime Purchase Agreement. Such right to designate one of
those members to be elected to that board is to continue until Prime Sellers
cease to own in the aggregate at least 10 percent of the outstanding Class A
common stock of the Company. The other one of such two members is to continue
until the Prime Management Agreement terminates. At present, not counting the
Prime Company Shares to be acquired by the Prime Sellers, in excess of a
majority of the voting power of the outstanding shares of the Company are
subject to the provisions of the Voting Agreement.
(c) MCI's Purchase of Company Shares. On March 14, 1996, the Company
entered into a non-binding letter of intent ("MCI Letter") with MCI outlining
the principal terms and conditions for a proposed purchase by MCI of 2 million
shares of Class A common stock of the Company ("MCI Company Shares") for $13
million ("MCI Proposed Stock Purchase").
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The MCI Letter states that the specific terms and conditions of the MCI
Proposed Stock Purchase are to be set forth in a definitive Stock Purchase
Agreement ("MCI Purchase Agreement"). The letter states that the MCI obligation
to purchase the MCI Company Shares is contingent upon the consummation of the
Prime Proposed Transactions. See Item 5(b) above. The MCI Letter also states
that the MCI Purchase Agreement is to be subject to the approval of the boards
of directors of MCI and the Company, the obtaining of all required federal,
state, and local regulatory consents and approvals, as well as any consents and
approvals required by the shareholders of the Company or any material agreement
of the Company.
The MCI Letter states that MCI is to have the right to require
registration under the Securities Act of a portion or all of the MCI Company
Shares. The letter also states that the closing on the MCI Proposed Stock
Purchase is to coincide with that for the Prime Proposed Transactions.
As of the date of this report, the price per share identified by the
parties to the MCI Letter for the purchase of the MCI Company Shares, i.e.,
$6.50 per share, was at a premium with respect to the price quoted on the Nasdaq
Stock Market for the Company's Class A common stock.
As of the date of this report, MCI was an owner of approximately 30
percent of the outstanding Class A and approximately 30 percent of the
outstanding Class B common stock of the Company. With the purchase of the MCI
Company Shares and taking into consideration the issuance of the Prime
Securities, the issuance of the Alaskan Cable Company Shares, and the shares
issuable under the Alaska Cablevision Notes (see Items 5(b), 5(d), and 5(f) in
this report), MCI's Class A common stock holdings in the Company as of that date
would decrease to approximately 23 percent of the outstanding Class A common
stock, and its holdings of Class B common stock as a percentage of the
outstanding Class B common stock would be unchanged.
The MCI Company Shares when issued to MCI would become subject to the
Voting Agreement described elsewhere in this report. See Item 5(b) above.
(d) Company's Purchase of Alaska Cablevision Assets. On March 14, 1996,
the Company entered into a non-binding (with two limited exceptions as described
below) letter of intent ("Alaska Cablevision Letter") with Alaska Cablevision,
Inc. ("Alaska Cablevision") outlining the principal terms and conditions
pursuant to which the Company would offer to purchase all of the assets
(excluding cash assets) of Alaska Cablevision ("Alaska Cablevision Assets").
Alaska Cablevision owns and operates cable television businesses and
cable television systems located in Petersburg, Wrangel, Cordova, Valdez,
Kodiak, Nome, and Kotzebue, Alaska. The Alaska Cablevision Letter states that
Alaska Cablevision has two
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affiliated companies, McCaw/Rock Homer Cable System and McCaw/Rock Seward Cable
System, and they are discussed elsewhere in this report. See, Item 5(e) below.
The Alaska Cablevision Letter states that, subject to the conditions
set forth in the letter, the Company is to deliver to Alaska Cablevision on the
final closing date (not later than December 31, 1996) as payment for the Alaska
Cablevision Assets $26,650,000 plus an amount equal to Alaska Cablevision's
current assets as of the final closing date payable as follows: (1) $16,650,000
plus an amount equal to Alaska Cablevision's current assets as of the final
closing date, in cash; and (2) $10,000,000 in subordinated notes of the Company
("Alaska Cablevision Notes") convertible into shares ("Cablevision Company
Shares") of the Company's Class A common stock.
The Alaska Cablevision Letter states the exact structure and specified
terms and conditions of the proposed transaction are to be set forth in
definitive agreements including execution of an asset purchase agreement
("Cablevision Asset Purchase Agreement"). The letter states that one of the
conditions precedent to the final closing on the Cablevision Asset Purchase
Agreement is to be the obtaining of consents of various persons including state
and federal regulators, shareholders of the Company and of Alaska Cablevision,
and the Company's and Alaska Cablevision's lenders.
The Alaska Cablevision Letter states that the Alaska Cablevision Notes
are to bear simple, noncompounding interest at the lowest rate allowable by the
Internal Revenue Service under imputed interest rules in effect as of the
closing on the Cablevision Asset Purchase Agreement. Any indebtedness on the
Alaska Cablevision Notes not previously converted into Cablevision Company
Shares are to be due and payable in full in a single, lump sum payment on the
tenth anniversary of their initial date of issuance. The Alaska Cablevision
Notes are to be subordinated to the Company's presently existing and later
incurred senior indebtedness. The Alaska Cablevision Notes are to be convertible
on an annual basis into Cablevision Company Shares during a 15 day period each
year for 10 years.
The Alaska Cablevision Letter states that following the expiration of a
180 day period commencing with the final closing date of the Cablevision Asset
Purchase Agreement the holders of the Cablevision Company Shares are to be
entitled to one demand registration per year for 10 years. These holders are to
also have other piggyback registration rights with respect to the Cablevision
Company Shares.
The Alaska Cablevision Letter states that the letter has not been
authorized by requisite corporate action on the part of the parties, that the
letter is an expression of the parties' intentions only, and that it does not
create a contractual obligation for the purchase and sale of the Alaska
Cablevision Assets or a contractual obligation to reach agreement on the
Cablevision Asset Purchase Agreement, except as to the payment by
ASS00891.WP5 5
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the parties of certain of their expenses with respect to the letter and the
treatment by the parties of the terms of the letter as confidential.
(e) Company's Purchase of McCaw/Rock Assets. On March 14, 1996, the
Company entered into a non-binding (with two limited exceptions as described
below) letter of intent ("McCaw/Rock Letter") with McCaw/Rock Homer Cable
System, a joint venture, and McCaw/Rock Seward Cable System, a joint venture
("McCaw/Rock Homer Cable System," "McCaw/Rock Seward Cable System,"
respectively, and collectively, "Joint Ventures") outlining the principal terms
and conditions pursuant to which the Company would offer to purchase all of the
assets (excluding cash assets) of the Joint Ventures ("Alaska Joint Venture
Assets"). McCaw/Rock Homer Cable System owns and operates the cable television
business and cable television systems located in Homer, Alaska. McCaw/Rock
Seward Cable System owns and operates the cable television system located in
Seward, Alaska.
The McCaw/Rock Letter states that, subject to the conditions set forth
in the letter, the Company is to deliver to the Joint Ventures on the final
closing date (not later than December 31, 1996) as payment for the Alaska Joint
Venture Assets $4,350,000 plus an amount equal to the Joint Ventures current
assets as of the final closing date payable in cash.
The McCaw/Rock Letter states the exact structure and specified terms
and conditions of the proposed transaction are to be set forth in definitive
agreements including execution of an asset purchase agreement ("McCaw/Rock Asset
Purchase Agreement"). The letter states that one of the conditions precedent to
the final closing on the McCaw/Rock Asset Purchase Agreement is to be the
obtaining of consents of various persons including state and federal regulators,
shareholders of the Company and of the owners of the Joint Ventures, and the
lenders of the Company and the Joint Ventures.
The McCaw/Rock Letter states that the letter has not been authorized by
requisite corporate or joint venture action on the part of the parties, that the
letter is an expression of the parties' intentions only, and that it does not
create a contractual obligation for the purchase and sale of the Alaska Joint
Venture Assets or a contractual obligation to reach agreement on the McCaw/Rock
Asset Purchase Agreement, except as to the payment by the parties of certain of
their expenses with respect to the letter and the treatment by the parties of
the terms of the letter as confidential.
(f) Company's Purchase of Alaskan Cable Network Assets. On March 14,
1996, the Company entered into a non-binding (with two limited exceptions as
described below) letter of intent ("Alaskan Cable Letter") with Alaskan Cable
Network, Inc. ("Alaskan Cable") outlining the principal terms and conditions
pursuant to which the Company would offer to purchase all of the assets of
Alaskan Cable ("Alaskan Cable
ASS00891.WP5 6
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Assets"). Alaskan Cable owns and operates cable television businesses and cable
television systems located in Fairbanks, Juneau, Sitka and Ketchikan, Alaska
(collectively, "Alaskan Cable System").
The Alaskan Cable Letter states that, subject to the conditions as set
forth in the Letter, the Company is to deliver to Alaskan Cable on the final
closing date (not later than December 31, 1996) as payment for the Alaskan Cable
Assets, $70 million, payable as follows: (1) $51 million in cash; and (2)
2,923,077 shares ("Alaskan Cable Company Shares") of the Company's Class A
common stock.
The Alaskan Cable Letter states the exact structure and specified terms
and conditions of the transaction are to be set forth in definitive agreements
including, not later than April 15, 1996, execution of an asset purchase
agreement ("Alaskan Cable Asset Purchase Agreement"). The letter states that one
of the conditions precedent to the final closing on the Alaskan Cable Asset
Purchase Agreement, is to be the obtaining of consents of various persons
including state and federal regulators, shareholders of the Company and of
Alaskan Cable, and the Company's and Alaskan Cable's lenders.
The Alaskan Cable Letter states that the present Alaskan Cable
shareholder is to have the right to require registration of the Alaskan Cable
Company Shares under the Securities Act for the initial distribution to and
subsequent resales by that person. The letter states further that the owner of
the Alaskan Cable Shares is to covenant not to sell any of those shares during
the first 90 day period following the final closing date and not to sell more
than 20 percent of those shares during the 59 day period following that 90 day
period. Any and all remaining Alaskan Cable Shares may be sold following the 59
day period. The Alaskan Cable Letter states that the present Alaskan Cable
shareholder is to enjoy other piggyback registration rights with respect to the
Alaskan Cable Company Shares.
The Alaskan Cable Letter states that the intent as set forth in the
letter has not been authorized by requisite corporate action on the part of the
Company and Alaskan Cable, that the letter is an expression of the parties'
intentions only, and that it does not create binding or enforceable obligations
of the parties, except for provisions for the parties to pay their own expenses
in conjunction with the letter and provisions of the letter pertaining to its
confidential treatment.
(g) Amendment of MCI and Company Carrier Agreements. On March 21, 1996,
the Company and MCI made the first amendment ("Access Amendment") to the GCI
Contract for Alaska Access Services, which the parties had initially entered
into effective January 1, 1993 ("Alaska Access Agreement"). That amendment is to
take effect on April 1, 1996. On March 21, 1996 the Company and MCI also made
the sixth amendment ("Carrier Amendment") to MCI Carrier Agreement, which the
parties had
ASS00891.WP5 7
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initially entered into effective January 1, 1993 ("MCI Carrier Agreement"). That
amendment took effect retroactively on March 1, 1996.
The Alaska Access Agreement addresses transmission services provided by
the Company to MCI for its traffic and the charges for such services. The MCI
Carrier Agreement addresses transmission services provided by MCI to the Company
for its traffic and the charges for such services.
The Carrier Amendment extends the term of the MCI Carrier Agreement by
three years. All other terms and conditions of that agreement remain unchanged
by the Carrier Amendment.
The Access Amendment extends the term of the Alaska Access Agreement by
three years. The Access Amendment also reduces the rate in dollars to be charged
by the Company for certain MCI traffic for the time period April 1, 1996 through
July 1, 1999 and thereafter. The rate reduction, if applied to the number of
minutes to be carried by the Company in 1996 and 1997, based upon minutes
carried by the Company during 1995, would reduce the Company's 1996 and 1997
revenue by approximately $322,000 and $399,000, respectively. All other terms
and conditions of that agreement remain unchanged by the Access Amendment.
The Company considered the amendments of both agreements together as in
its best interests. With these amendments, the Company is assured that MCI, the
Company's largest customer, will continue to make use of the Company's services
during the extended term.
The MCI Carrier Agreement had been amended four times previous to the
Carrier Amendment on April 20, 1994, July 26, 1994, October 1, 1994, and
September 25, 1995 ("Prior Carrier Amendments"). The Prior Carrier Amendments
provide for new, expanded, or revised services by MCI to the Company and
adjustment of charges for those services. The basic structure and purpose of the
MCI Carrier Agreement remains unchanged by these amendments.
Item 7. Financial Statements and Exhibits.
None thought to be appropriate, and none to be filed with this form,
other than the following exhibits which have not previously been filed with the
Commission:
(i) Company's press release on the letters of intent, dated March
15, 1996 (Exhibit A);
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(ii) Amendment to Contract for Alaska Access, effective April 1,
1996 (Exhibit B); and
(iii) Amendments to MCI Carrier Agreement--
(a) Sixth Amendment, effective April 1, 1996 (Exhibit
C1), there was no fifth amendment as of the date of
this report;
(b) Fourth Amendment, dated September 24, 1995 (Exhibit
C2);
(c) Third Amendment, dated October 1, 1994 (Exhibit C3);
(d) Amendment No. 1 (Second Amendment), dated July 26,
1994 (Exhibit C4); and
(e) MCI Carrier Addendum MCI 800 DAL Service (First
Amendment), dated April 20, 1994 (Exhibit C5).
The amendments to the Alaska Access and MCI Carrier Agreements have
been included as exhibits to this Form 8-K. However, portions of them have been
redacted in that they are considered confidential by the Company. The unredacted
amendments have been separately filed with the Securities and Exchange
Commission pursuant to Rule 101 (c)(1)(i) of Regulation S-T.
ASS00891.WP5 9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENERAL COMMUNICATION, INC.
(Registrant)
By:/s/ G. Wilson Hughes
--------------------------------
DATED: March 28, 1996 G. Wilson Hughes
Its: Executive Vice President and
General Manager
By:/s/ John M. Lowber
-------------------------------
DATED: March 28, 1996 John M. Lowber
Its: Secretary and Chief Financial
Officer
ASS00891.WP5 10
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Exhibit A
FOR IMMEDIATE RELEASE
Friday, March 15, 1996
For Information Contact:
David Morris, GCI, 907.229.5941
Bonnie Bernholz, 907.561.4488
GCI TO ACQUIRE THREE LEADING ALASKA CABLE COMPANIES
- -------------------------------------------------------------------------------
ANCHORAGE, AK - General Communication, Inc. (GCI) announced today it
has signed three letters of intent to acquire three Alaska cable companies that
offer cable television service to more than 101,000 subscribers serving 74
percent of households throughout the state.
Ron Duncan, president of GCI said GCI will acquire Prime Cable of
Alaska, Alaska Cablevision, Inc. of Kirkland, Washington and Alaskan Cable
Network. Prime Cable operates the state's largest cable television system
including stations in Anchorage, Bethel, Kenai and Soldotna. Alaska Cablevision
owns and operates cable stations in Petersburg, Wrangell, Cordova, Valdez,
Kodiak, Homer, Seward, Nome and Kotzebue. Jake Kent Cooke's wholly owned Alaskan
Cable Network operates stations in Fairbanks, Juneau, Ketchikan and Sitka.
The total purchase price is $280.7 million. According to terms of the
agreements, GCI will issue 16.3 million shares of Class A Common stock to the
owners of the three cable companies valued at $105.7 million. The balance of the
purchase will be provided by approximately $175 million of bank financing.
Additional capital will be provided from the sale of 2 million shares of GCI
Class A Common Stock to MCI Telecommunications Corporation for $6.50 per share.
In making the announcement, Duncan said three separate letters of
intent were executed yesterday. The transaction should be finalized in about a
month at which time GCI will apply to the Alaska Public Utilities Commission
(APUC) to transfer the licenses of the cable companies. Once all regulatory
approvals are granted, the cable companies will be consolidated into a single
organization owned by GCI.
Duncan said the recently passed Telecommunications Act of 1996 allows
providers to expand their current level of services by entering into new,
previously protected business areas. Among other efficiencies, the new federal
legislation allows
ASS00891.WP5 11
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open competition among local telephone providers, long distance carriers and
cable television companies.
"The world of telecommunications is rapidly changing, and the
once-distinct lines drawn between telephone and cable services are beginning to
merge," Duncan said. "This acquisition allows us to integrate cable services and
enables us to bring more information not only to more customers, but in a manner
that is quicker, more efficient and more cost effective than ever before."
Duncan said the purchase will consolidate operations and offer a
platform for developing new customer products and services over the next two
years.
"We at Prime Cable of Alaska view the merger with GCI as a positive
step toward providing additional opportunities to our employees and ultimately
providing technological enhancements and services to our customers," said Marty
Robinson, vice president and general manager of Prime Cable of Alaska. "We
believe this merger is a clear indication of both Prime Cable and GCI's
continued commitment to our customers and to the state of Alaska."
Mike Roberge, Alaska Cablevision president said, "This is much more
than an acquisition. From our cable perspective, the new GCI venture will bring
much needed scale, as well as new operating efficiencies to our operations.
Alaska Cablevision welcomes the opportunities afforded in folding our cable
operations in with that of Prime Cable and Alaskan Cable Network. We can only
view this as great news for our customers, our employees and our shareholders."
Jerry Parker, regional manager of Alaskan Cable Network, said, "I think
the consolidation of GCI and the three largest cable television companies in
Alaska will be of tremendous advantage as communication needs continue to
expand, and we look forward in joining this exciting new venture."
GCI is an Alaska-based telecommunications company. Founded in 1979, GCI
began offering long distance telephone service in November 1982. During GCI's
nearly 13 years of service, it has grown from a small interstate long distance
company to one that serves more than 90,000 customers.
# # #
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FINANCIAL TERMS OF THE ACQUISITION
Terms
Cash $ 72,000,000
Assumption of Debt $103,000,000
Convertible Note $ 10,000,000
(convertible into 1.538
million shares of GCI
Class A Common Stock)
Issuance of 14,723,077 Shares of
GCI Class A Common Stock valued
at $6.50 per share $ 95,700,000
------------
Total Acquisition Price $280,700,000
Other
- - MCI to acquire 2,000,000 shares of GCI Class A Common Stock at a price of
$6.50 per share
- - Carrier contracts for the carriage of MCI traffic by GCI and the carriage of
GCI traffic by MCI extended for three years through March 31, 2001
- - Major GCI shareholders after closing of transactions and conversion of
convertible note:
ASS00891.WP5 13
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Percentage of Outstanding Shares
MCI .................................................. 23 percent
Prime Group .......................................... 28 percent
GCI Employees/Management ............................. 9 percent
Jack Kent Cooke ...................................... 7 percent
Rock Group ........................................... 4 percent
Wellington Management Co. ............................ 3 percent
Others ............................................... 26 percent
-----------
Total ................................................ 100 percent
LOCATIONS:
Prime Cable Alaskan Cable Network Alaska Cablevision
- ----------- --------------------- ------------------
Anchorage Area Fairbanks Petersburg
Bethel Juneau Wrangell
Kenai Ketchikan Cordova
Soldotna Sitka Valdez
Kodiak
Nome
Kotzebue
Homer
Seward
* Number of homes passed/subscribers: 160,000/101,000
1995 Revenues
- -------------
GCI $129,000,000
Cable Companies $ 54,000,000
------------
Total $183,000,000
Estimated operating cash flow of cable companies at closing: $29,400,000
ASS00891.WP5 14
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Number of Employees
- -------------------
GCI 430
Cable Companies 220
----
Total 650
ASS00891.WP5 15
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Exhibit B
FIRST AMENDMENT TO
CONTRACT FOR ALASKA ACCESS SERVICES (1)
This FIRST AMENDMENT to the CONTRACT FOR ALASKA ACCESS SERVICES is made as of
this first day of March, 1996, between GENERAL COMMUNICATION, INC. ("GCI") with
offices located at 2550 Denali Street, Suite 1000, Anchorage, Alaska 99503-2781,
and MCI TELECOMMUNICATIONS CORPORATION ("MCI") with offices located at 1801
Pennsylvania Avenue, N.W., Washington DC 20006.
WHEREAS, GCI and MCI entered into a Contract For Alaska Access Services,
effective as of January 1, 1993, and
WHEREAS, GCI and MCI desire to amend the Contract,
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, GCI and MCI agree as follows:
1. Paragraph 2. B. (2) of the Contract shall be deleted and the following
inserted in its place:
(2) *********. ********** (except for ********** shall be charged
at the following rates per minute in the appropriate periods:
Date Rate in Dollars
---- ---------------
January 1, 1996 ********
April 1, 1996 ********
April 1, 1997 ********
April 1, 1998 ********
April 1, 1999 & thereafter ********
There shall be no time of day discount. ********* shall pay the
********* access and Alascom interexchange charges for ***********. Any
query charges associated with the routing of ************, will be
passed on to **********.
2. Paragraph 3 of the Contract shall be deleted and the following inserted
in its place:
3. TERM. Except for **********, services provided
pursuant to Section 2.A shall be for a term of five
(5) years beginning April 1, 1996 and ending March
31, 2001. The term shall be *********** through and
including March 31, ******* unless either party
elects to cancel the ***************** by giving
written notice of non-renewal at least ********* to
the commencement of any ********. The services for
******** traffic shall be for a term of **********
upon the issue of the ********** authorizing the turn
up of a serving area. The term for
******************** shall be automatically extended
for *************** through and including
********************************
- ----------------------
1 In this document "****" are used in place of redacted information.
ASS00891.WP5 16
<PAGE>
unless either party elects to cancel the renewal
periods by giving written notice of non-renewal at
least ***************** to the commencement of
*******************.
3. All other terms and conditions of the Contract remain unchanged by
this Amendment and are in full force and effect.
4. This Amendment will be effective on April 1, 1996.
5. This Amendment together with the Contract is the complete agreement of
the parties and supersedes all other prior contracts and
representations concerning its subject matter. Any further amendments
must be in writing and signed by both parties.
IN WITNESS WHEREOF, the parties hereto each acting with proper authority have
executed this Amendment on the date indicated below.
MCI TELECOMMUNICATIONS GENERAL COMMUNICATION, INC.
CORPORATION
/s/ /s/
- ------------------------------ --------------------------
Authorized Signature Authorized Signature
James M. Schneider William C. Behnke
Senior Vice President Senior Vice President
- ------------------------------ --------------------------
Print Name and Title Print Name and Title
___ March 20, 1996
- ------------------------------ --------------------------
Date Date
ASS00891.WP5 17
<PAGE>
Exhibit C1
SIXTH AMENDMENT
TO MCI CARRIER AGREEMENT (2)
This Sixth amendment is made as of this first day of March, 1996 ("Effective
Date") between GENERAL COMMUNICATIONS, INC. ("Customer") with offices at 2550
Denali Street, Suite 1000, Anchorage, Alaska 99503 and MCI TELECOMMUNICATIONS
CORPORATION ("MCI") with offices at 1801 Pennsylvania Avenue, N.W., Washington,
DC 20006.
WHEREAS, Customer and MCI entered into a MCI Carrier Agreement that was fully
executed by the parties as of January 1, 1993, and amended on April 20, 1994,
July 26, 1994, October 1, 1994, September 25, 1995 and April 1, 1996.
WHEREAS, Customer and MCI desire to enter into this amendment for the purpose of
amending the Agreement,
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Customer and MCI agree as follows:
1. Paragraph 8 of the Agreement shall be deleted and the following
inserted in its place:
8 Term.
The service term shall be for a term of five (5) years
beginning on the first (1st) day of April, 1996 and ending March 31,
2001. The term shall be automatically extended for ten one (1) year
periods through and including March 31, 2011 unless either party elects
to cancel the renewal periods by giving written notice of non-renewal
at least one year prior to the commencement of any renewal term.
Nothing contained herein, however, shall modify or be deemed to modify
MCI's right to terminate this Agreement either as provided herein, or
as authorized in Section B-11.01, immediately upon notice to Customer
if Customer fails or refuses to provide alternative or additional
security requested pursuant to Section B-7.04 of the Tariff, or to
terminate provision of service for any other cause as provided for in
Section B-11.01 of the Tariff.
IN WITNESS WHEREOF, the parties hereto each acting with proper authority have
executed this Amendment on the date indicated below.
MCI TELECOMMUNICATIONS GENERAL COMMUNICATION, INC.
CORPORATION
/s/ /s/
- ------------------------------ --------------------------
Authorized Signature Authorized Signature
- ----------------------
2 In this document "****" are used in place of redacted information.
ASS00891.WP5 18
<PAGE>
James M. Schneider William C. Behnke
Senior Vice President Senior Vice President
- ------------------------------ --------------------------
Print Name and Title Print Name and Title
___ March 20, 1996
- ------------------------------ --------------------------
Date Date
ASS00891.WP5 19
<PAGE>
Exhibit C2
FOURTH AMENDMENT TO
MCI CARRIER AGREEMENT (3)
This FOURTH AMENDMENT is made as of this 25th day of September, 1995, between
MCI TELECOMMUNICATIONS CORPORATION ("MCI") and GENERAL COMMUNICATIONS, INC.
("GCI"), with offices located at 1801 Pennsylvania Avenue, N.W., Washington, DC
20006.
WHEREAS, MCI and GCI entered into an MCI Carrier Agreement, effective as of
January 1, 1993, which was subsequently amended by (i) an Amendment to the MCI
Carrier Agreement ("First Amendment"), executed April 20, 1994, (ii) an
Amendment No. 1 ("Second Amendment"), executed July 26, 1994, and (iii) a Third
Amendment ("Third Amendment"), dated as of October 1, 1994 (as so amended, the
"Agreement"); and
WHEREAS, MCI and GCI desire to enter into this Fourth Amendment for the purpose
of further amending the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, MCI and GCI agree as follows:
1. The first paragraph under Paragraph 2 of the Agreement ("Monthly
Commitment") is hereby amended by:
(a) adding in clause (i) of said paragraph, after the words
"MCI 800 DAL Service," the words "MCI Connections Card
Service"; and
(b) adding in clause (ii) of said paragraph, after the words
"International 800 DAL Service," the words "MCI International
Connections Card Service".
2. Paragraph 3(a) of the Agreement is hereby amended by:
(a) replacing the PRISM I Rate of "*****************"
appearing in paragraph 3(a)(1) with the rate of
"***********************"; and
(b) adding the following as subparagraph (2) to paragraph
3(a):
"2) Customer agrees that, during each month, at least
************* of its domestic interstate PRISM I
Service will be during the non-Business Day
(off-peak) time period. If such level is not met
during any month, the Prism I Rate referred to in
paragraph (a)(1) above shall be $*************** for
such month."
3. Paragraphs 3(c)(1)(A) and (B) of the Agreement are hereby deleted
and the following inserted in their place:
"1. (A) Customer agrees that during each monthly billing
period of the service term, Customer will purchase from MCI as
a part of the overall Monthly Commitment contained
- ----------------------
3 In this document "****" are used in place of redacted information.
ASS00891.WP5 20
<PAGE>
in Paragraph 2, at least ****************** of domestic
interstate MCI 800 DAL Service (net of taxes and tax-related
surcharges)(hereinafter "800 DAL Subcommitment").
(B) For domestic interstate inbound 800 services terminating
via dedicated access to an MCI point of presence, Customer
will pay, in addition to all applicable taxes and tax-related
surcharges, the ******************* rate per minute of
**********************."
4. Paragraph 3 of the Agreement is hereby amended by adding the
following as paragraph (3)(i) thereto:
(i) MCI Connections Card Service.
Customer will receive the rates, service terms and
conditions for interstate and international MCI Connections
Card Service set forth in Exhibit D.
5. Attachment 1 to this Fourth Amendment is hereby added as Exhibit D
to the Agreement and is made a part thereof.
6. Attachment 2 to this Fourth Amendment is hereby added as Exhibit E
to the Agreement and is made a part thereof.
7. This Fourth Amendment will, upon due execution by both, become
effective as of the first day of July, 1995.
8. Except as expressly provided in this Fourth Amendment, all of the
terms and conditions contained in the Agreement shall remain in full force and
effect.
9. This Fourth Amendment, together with the Agreement, is the complete
agreement of the parties and supersedes all other prior agreements and
representations concerning its subject matter.
10. This offer will remain open and be capable of being accepted by GCI
until July 31. Any and all prior offers made to GCI, whether written or oral,
shall be superseded by this offer. Any further amendments must be in writing and
signed by both parties.
GENERAL COMMUNICATIONS, INC. MCI TELECOMMUNICATIONS
CORPORATION
/s/ /s/
- ------------------------------ --------------------------
Authorized Signature Authorized Signature
Wilson Hughes Gordon T. Bouska
Executive Vice President Director
- ------------------------------ --------------------------
Print Name and Title Print Name and Title
7/31/95 9/25/95
- ------------------------------ --------------------------
Date Date
ASS00891.WP5 21
<PAGE>
ATTACHMENT 1
TO
FOURTH AMENDMENT TO MCI CARRIER AGREEMENT
Exhibit D
MCI CONNECTIONS CARD SERVICE
A. MCI Connections Card Service Discounts.
1) Customer shall receive the following effective discounts on
its usage of international MCI Connections Card Service (only accessed by
dialing an MCI-provided 800 number other than (800) 950-1022 in accordance with
Section C-A.05, Footnote 2, of the Tariff or any successor tariffed provision)
as determined by Customer's overall Monthly Usage:
Overall
Monthly Usage Discount
------------------- --------
$10,000 to $ 24,999 ********%
$25,000 to $ 49,999 ********%
$50,000 to $149,999 ********%
$150,000 to $249,999 ********%
$250,000 to $499,999 ********%
$500,000 and above ********%
2) The following international MCI Connections Card surcharges
shall be charged on all direct dial MCI Connections Card calls.
From To Direct Dial
- ---- -- -----------
United States U.S., Puerto Rico
("U.S.") and U.S. Virgin
Islands $*******
Puerto Rico U.S. $*******
U.S. Virgin Islands U.S. $*******
U.S., Puerto Rico Canada
and U.S. Virgin
Islands $*******
U.S. Puerto Rico International Locations
and U.S. Virgin Other than Canada $*******
Islands
Canada U.S., Puerto Rico and
U.S. Virgin Islands $*******
Canada International Locations $*******
ASS00891.WP5 22
<PAGE>
3) The above discounts shall apply only to Customer's usage charges for
international MCI Connections Card Service provided pursuant to the Tariff but
not to charges for monthly recurring, MCI Connections Card surcharges,
installation, taxes or surcharges applicable to MCI Service(s), Directory
Assistance, MCI intrastate charges and charges for local access/egress services
or facilities associated with MCI Connections Card Service.
4) The above discounts for MCI Connections Card Service are in Lieu of
any tariffed discounts including, without limitation, the discounts for MCI
Connections Card Service available under MCI VIP, MCI VIP Plus, MCI MOD and MCI
CAS Service.
5) For MCI Connections Card Service (only accessed by dialing an
MCI-provided 800 number other than (800) 950-1022), Customer shall pay MCI for
the fulfillment costs associated with Customer's usage of MCI Connections Card
Service plus pay MCI an administrative charge for handling fulfillment in an
amount equal to ******************* of the fulfillment costs.
6) For MCI Connections Card Service (only accessed by dialing an
MCI-provided 800 number other than (800) 950-1022), MCI shall provide the fraud
detection procedures set forth in Exhibit E, attached hereto and incorporated
herein by reference. Customer shall be responsible for all fraud associated with
its usage of MCI Connections Card Service, except as set forth in Exhibit E.
ASS00891.WP5 23
<PAGE>
ATTACHMENT 2
TO
FOURTH AMENDMENT TO MCI CARRIER AGREEMENT
EXHIBIT E
MCI CONNECTIONS CARD FRAUD DETECTION PROCEDURES
======================================
All calling card calls will be validated by MCI to permit only those calls
authorized or facilitated by General Communications, Inc. or legitimate card
holders. MCI will, at the direction of Customer, preclude all calls utilizing
expired or terminated calling card numbers and will be responsible for all
fraudulent use, unauthorized use, misuse, or abuse of calling cards occurring
after MCI receives actual notice of the expiration or termination of a calling
card or receives specifically detailed written notification concerning any card
which has been lost, stolen, compromised or which Customer has reason to believe
is or may be used fraudulently. MCI will deactivate a calling card within four
(4) hours of receipt by MCI's Consumer Markets Fraud Detection of a request by
Customer.
In addition, all calling card calls will be monitored by MCI for fraudulent use,
unauthorized use, misuse or abuse on a twenty four (24) hour a day, seven (7)
days a week basis. MCI shall establish fraud prevention, detection and
minimization procedures so that fraudulent use arising from lost or stolen
calling cards and potential disruption to authorized card holders will be
minimized.
MCI will not hold the customer responsible for "service fraud" associated with
the unauthorized use of an MCI calling card. "Service fraud" can best be
described as unauthorized use of an MCI Connections Card following the
involuntary theft or loss of a card which was not intentionally facilitated or
impliedly authorized by an authorized user. "Service fraud" often follows the
theft of a wallet, purse or briefcase, or sometimes is the result of "shoulder
surfing" (thieves observing/recording authorization codes) which occurs at
payphones located in airports, bus terminals, train stations and the like. MCI
shall not be responsible for 0losses caused by fraudulent information submitted
by a card holder in subscribing for calling card services or for usage which was
intentionally facilitated or impliedly authorized by an authorized user.
In the event that MCI is unable to contact Customer of suspected abuse of the
calling card, in order to minimize potential abuse, MCI will deactivate any
calling card which has exceeded established fraud detection parameters or which
MCI has reason to believe is or may be used fraudulently.
ASS00891.WP5 24
<PAGE>
Exhibit C3
THIRD AMENDMENT (4)
This Third Amendment is made as of this 1st day of October, 1994 ("Effective
Date") between GENERAL COMMUNICATIONS, INC. ("Customer") with offices at 2550
Denali Street, Suite 1000, Anchorage, Alaska 99503 and MCI TELECOMMUNICATIONS
CORPORATION ("MCI") with offices at 1801 Pennsylvania Avenue, N.W., Washington,
DC 20006.
WHEREAS, Customer and MCI entered into an MCI Carrier Agreement that was fully
executed by the parties as of January 1, 1993 and amended on April 20, 1994 and
July 26, 1994.
WHEREAS, Customer and MCI desire to enter into this Amendment for the purpose of
amending the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which being hereby acknowledged, Customer and MCI agree as follows:
1. The first paragraph of Paragraph 3 of the Agreement shall be deleted
and replaced with the following:
Subject to Paragraph 2 herein, Customer shall receive the following
rates:
Rates set forth in this Paragraph 3 do not include charges for
installation, taxes, tax-related surcharges, any other applicable
surcharges, the Central Office Connection and Access Coordination
charges specified in this Paragraph 3 and, without limitation, any
other applicable access charges in the Tariff, which are addition.
Rates are in lieu of any discounts and credits otherwise applicable
pursuant to the Tariff.
For T-1 digital channelized access, Customer shall pay MCI a monthly
recurring Central Office Connection charge of
***************************** per circuit and a monthly recurring
Access Coordination charge of ******************* per circuit for MCI
network circuits installed prior to the Effective Date of this Third
Amendment and currently utilized by Customer, and for MCI network
circuits installed after the Effective Date of this Third Amendment;
provided, however, Customer shall receive a monthly credit for its
Central Office Connection charges, such total credit not to exceed
****************************** in a month. Such charges shall be in
effect for the remaining service term of the Agreement, after which
Customer shall pay standard Tariffed rates for all such circuits.
Except as expressly provided in this Third Amendment, all of the terms and
conditions contained in the Agreement shall remain in full force and effect.
- ----------------------
4 In this document "****" are used in place of redacted information.
ASS00891.WP5 25
<PAGE>
MCI TELECOMMUNICATIONS GENERAL COMMUNICATIONS,
CORPORATION INC.
/s/ /s/
- ------------------------------ --------------------------
Authorized Signature Authorized Signature
Gene R. Strid
Vice President Engineering
- ------------------------------ --------------------------
Print Name and Title Print Name and Title
October 19, 1994
- ------------------------------ --------------------------
Date Date
ASS00891.WP5 26
<PAGE>
Exhibit C4
AMENDMENT NO. 1 (5)
[Second Amendment]
WHEREAS, the Parties hereto, MCI TELECOMMUNICATIONS CORPORATION ("MCI") and
GENERAL COMMUNICATIONS, INC. ("Customer"), entered into and MCI Carrier
Agreement ("Agreement") with an effective date of January 1, 1993; and
WHEREAS, the Parties, for good and valuable consideration, now desire to amend
said Agreement.
NOW, THEREFORE, the Parties agree that the Agreement shall be amended as
follows:
1. In Paragraph 2 Monthly Commitment in line 7, after ". . . MCI 800 DAL
Service. . ." insert "MCI Carrier Operator Services, ".
2. In Paragraph 3 MCI VIP, MCI 800 MOD, and MCI CAS Service, after
Paragraph 3(f)(2), insert a new Paragraph 3(g):
3(g) MCI Carrier Operator Services
1. Customer shall receive MCI Carrier
Operator Services under the terms and conditions
contained herein and the terms, conditions and
pricing contained in Attachment A.
3. Add Attachment A to the Agreement as the last two pages.
Except as herein modified or amended, the provisions, conditions and terms of
the Agreement shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the Parties hereto, each acting with proper authority, have
executed this Amendment.
GENERAL COMMUNICATIONS, INC. MCI TELECOMMUNICATIONS
CORPORATION
/s/ /s/
- ------------------------------ --------------------------
Authorized Signature Authorized Signature
Emily Thatcher Alan B. Catherall
- ------------------------------ --------------------------
Printed Name Printed Name
Planning Manager V.P. Finance/Admin
- ------------------------------ --------------------------
Title Title
June 28, 1994 July 26, 1994
- ------------------------------ --------------------------
Date Date
- ----------------------
5 In this document "****" are used in place of redacted information.
ASS00891.WP5 27
<PAGE>
ATTACHMENT A
MCI CARRIER OPERATOR SERVICES
Customer is interested in buying MCI Carrier Operator Services for resale and
MCI is interested in providing such services to Customer. In order to accomplish
those purposes the parties hereby agree as follows:
1. Operator Services.
(a) MCI shall provide Customer with MCI Carrier Operator Services as
such service is delineated in applicable tariffs, including MCI Tariff
FCC No. 1 (the "Tariff") and, except as provided herein, at the rates
contained in the Tariff.
(b) "Operator Service Calls" mean long distance calls dialed with the
0+, 01+ or 00- dialing pattern (and excluding calls dialed with the
950-XXXX and 800 dialing patterns).
(c) Customer shall not use any service mark or trademark of MCI or
refer to MCI in connection with any service provided hereunder without
the prior written approval of MCI.
(d) Call Originating Identification Information. MCI must receive
electronic call origination identification ANI information for each
call carried hereunder. If the Originating Site uses Feature Group D
local access service, the required call origination identification
information is automatically supplied by the local exchange company. If
the Originating Site uses a type of local access service other than
Feature Group D local access service, the Originating Site shall cause
electronic call origination identification information (in a form
acceptable to MCI) to be supplied to MCI at the initiation of each
call.
(e) Emergency Calls.
(1) Each Originating Site shall configure its system so that 911
emergency calls, where available, and similar emergency calls, will be
automatically routed to the appropriate party or clearing house without
the intervention of MCI. Emergency calls which do reach a MCI operator
shall be handled in accordance with MCI standard operating procedures.
(2) If Customer or MCI provides an emergency number database, Customer
agrees to indemnify and hold MCI harmless from any and all claims,
damages, fines, penalties and any other liabilities (including attorney
fees) arising out of the inaccuracy of any information or the
inadequacy of any procedure or personnel.
(f) Private Payphones.
(1) Private payphone lines must be classed as "07" COCOT.
(2) All payphones must have Billed Number Screening ("BNS"), if
available. If BNS is not available, the Customer will be
responsible for calls billed to any lines without BNS.
(3) Unless otherwise permitted by law, all 0- calls must be passed
to the Local Exchange Carrier ("LEC").
(4) Payphones must not block 950-XXXX or 1-800-XXX-XXXX calls.
ASS00891.WP5 28
<PAGE>
(5) All payphones must have "011" blocking at the central office,
if available. If international blocking is not available, or
if Customer chooses not to block "011" calls, then Customer
assumes responsibility for any international fraud.
(6) For Premises Telephones located in condominiums, Customer
shall be liable for all charges attributable to the failure of
Customer to secure screening which prevents 1-10XXX domestic
and international dialing and which indicates to operators
that the telephone is restricted to prohibit billing of the
original ANI.
(7) Customer shall be responsible for any fraud resulting from its
purchase and use of MCI Carrier Operator Services.
(g) Compliance. Customer will comply with applicable federal, state and
local laws and regulations, including without limitation, laws and
regulations relating to operator service during the term of this
Agreement. Examples of laws relating to operator service are described
in Exhibit A, "Compliance with Federal and State Operator Service Law".
MCI takes no responsibility for any omissions or misstatements
contained in Exhibit A.
(h) Authority.
(1) Customer warrants that it is authorized to select the operator
services carrier for the telephones served by Customer pursuant to this
Agreement. Customer agrees that if any other party makes any claims
against MCI for commissions from such telephones, Customer will
responsible for any such claim. Customer shall indemnify MCI and hold
MCI harmless from any loss, cost or expense resulting from such claim
and will pay MCI's reasonable attorney's fees resulting from any such
claim.
(2) If Customer is an agent of the premises owner or telephone owner
for the Premises Telephones, Customer shall obtain the written
agreement of each premises owner and telephone owner for each Premises
Telephone authorizing Customer to select the operator service carrier
for the Premises Telephones and Customer will submit a copy of such
authorization to MCI upon request. MCI may take steps to confirm
compliance with this provision, including, without limitation,
contacting premises owners and telephone owners whose telephones are
submitted by Customer.
(i) Liability.
Except in cases involving proved willful or wanton misconduct, MCI's
liability to Customer is limited to its obligation to provide service
as described herein. MCI SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL
INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE LOSS OR DAMAGE OF ANY KIND,
INCLUDING LOST PROFITS (WHETHER OR NOT MCI WAS AWARE OF THE POSSIBILITY
OF SUCH LOSS OR DAMAGE), BY REASON OF ANY ACT OF OMISSION IN ITS
PERFORMANCE UNDER THIS AGREEMENT. Customer shall indemnify and hold MCI
harmless against any and all claims, losses, liabilities, damages,
costs or expenses arising out of or related to this Agreement and shall
pay MCI's reasonable attorney's fees resulting from any such claim.
2. Rates. The rates in the following schedule shall be charged on Customer's
usage of MCI Carrier Operator Services. The automated rate will be charged from
the time a call reaches a node until the call is terminated. The live rate will
be charged in addition to automated rates for the portion of each call that is
handled by a live operator.
ASS00891.WP5 29
<PAGE>
Automated Live
Monthly Attempts Rate/Sec. Rate/Sec.
---------------- --------- ---------s
0 - 50,000 $******* $*******
50,001 - 100,000 $******* $*******
100,001 - 200,000 $******* $*******
200,001 - 500,000 $******* $*******
500,001 - 1,000,000 $******* $*******
1,000,001 - 1,500,000 $******* $*******
1,500,000+ $******* $*******
3. Rate Quotes. If Customer has provided the appropriate rate information,
MCI will provide real-time rate quotes to callers. However, Customer
shall indemnify MCI and hold MCI harmless from any and all claims,
damages, fines, penalties or other liabilities (including attorney
fees) arising from the inaccuracy of any information of the inadequacy
of any procedures or personnel.
4. Customer Service. Customer agrees that all customer service calls
(i.e., billing disputes, troubles, general inquiries) shall be routed
to Customer's customer service via a Customer-provided 800 number.
5. Language Assistance. Customer agrees that if, on a monthly basis, calls
utilizing MCI Carrier Operator Services language assistance exceed
********************, Customer shall pay ********* the Tariff rate for
all calls exceeding ********************.
6. Brand. Customer agrees that it will resell MCI Carrier Operator
Services in its own name only.
7. Service Delivery. Customer agrees that it will receive and deliver all
MCI Carrier Operator Services calls from/to one of the three (3) MCI
automated nodes via an MCI TDS-1.5 or TDS-45 circuit.
8. Billing. Customer agrees to be responsible for all end-user billing for
operator services and further agrees that if MCI provides rating and/or
recording services for billing, Customer shall indemnify and hold MCI
harmless from any and all claims, damages, fines, penalties or other
liabilities (including attorney fees) arising from the inaccuracy of
any information of the inadequacy of any procedures or personnel.
9. Forecasting. Customer agrees to provide a written monthly forecast for
automated and life MCI Carrier Operator Services to be received by MCI
no later than ten (10) days prior to the beginning of each month.
10. Average Speed of Answer. If Customer's actual use of automated and live
MCI carrier services is less than ***************** above Customer's
monthly forecast as required in Paragraph 9 above, MCI agrees to
provide an Average Speed of Answer ("ASA") of ********************* or
less.
11. Force Majeure. If because of force majeure, MCI is unable wholly or in
part to carry out any of its obligations under this Agreement, such
obligations shall be suspended for the duration of the event of force
majeure. During the continuance of such force majeure, MCI shall incur
no liability by reason of its failure to perform the obligation so
suspended, provided, however, that the disabling effect of such force
majeure shall be eliminated as soon as and to the extent reasonable
possible. The term "force majeure" as used herein shall include switch,
radio or cable failure, cable cut, acts of God, riots, insurrection,
war, labor dispute, fire, flood, explosion, orders or acts of military
or civil authority, and any other cause beyond MCI's reasonable
control.
ASS00891.WP5 30
<PAGE>
12. Complete Agreement. This Agreement is the entire agreement of the
parties with respect to its subject matter and supersedes all prior
agreements and understandings, whether written or oral, concerning the
subject matter. This Attachment cannot be amended, or assigned by
Customer, except by a written agreement signed by both parties.
ASS00891.WP5 31
<PAGE>
Exhibit C5
MCI CARRIER ADDENDUM
MCI 800 DIAL SERVICE (6)
[First Amendment]
This MCI Carrier Addendum ("Addendum") between MCI TELECOMMUNICATIONS
CORPORATION ("MCI") and GENERAL COMMUNICATIONS, INC. ("Customer") is subject to
the Communications Act of 1934, as amended.
MCI will provide to Customer, and Customer will receive from MCI, interstate and
international telecommunications services provided pursuant to this Addendum,
and intrastate service pursuant to MCI's tariffs governing such service. This
Addendum incorporates by reference the terms of MCI Tariff FCC No. 1 ("Tariff"),
which Tariff may be modified from time to time by MCI in accordance with law and
thereby affect the services furnished Customer, except that the following terms
and conditions shall supplement or, to the extent inconsistent, supersede Tariff
terms and conditions and shall remain in effect throughout the service term.
1. Customer agrees that in each consecutive twelve (12) month period of the term
of this Agreement ("Annual Period") its invoiced domestic usage of MCI 800 DAL
Service, pursuant to the MCI Carrier Agreement between the parties dated January
1, 1993 and amended on February 1, 1994 ("Agreement"), shall equal or exceed
*************************************** before application of any credits
received hereunder ("Annual 800 DAL Subminimum").
2. The term of this Addendum may not exceed the term of the Agreement and shall
be for three (3) years.
3. In exchange for the Annual 800 DAL Subminimum commitment, Customer shall
receive the following in lieu of Tariffed or other promotions or credits
applicable to MCI 800 DAL Service for which Customer might otherwise be
eligible:
A. Signing Bonus: Customer shall receive a one-time credit equal
to ********************* of Customer's Annual 800 DAL
Subminimum. The on-time credit shall appear on Customer's
fourth (4th) monthly invoice and shall be applied to
Customer's total monthly interstate usage under the Agreement,
provided, however, that in no event shall the credit exceed
*********************************.
B. Annual 800 Credit(s): At the conclusion of each Annual Period
of the term of this Addendum in which Customer's annual
invoiced domestic usage of MIC 800 DAL Service equals or
exceeds the Annual 800 DAL Subminimum, Customer shall receive
a credit equal to ***************** of Customer's invoiced
domestic MIC 800 DAL usage for the preceding Annual Period.
The credit shall be applied to Customer's combined interstate
monthly usage under the Agreement invoiced in the month
following the conclusion of the appropriate Annual Period and
shall not exceed **************************************,
provided, however, that Customer shall not receive any credit
pursuant to this subparagraph B unless and until Customer has
fully complied with the requirements of Paragraph 2 of the
Agreement.
4. If Customer fails to attain the Annual 800 DAL Subminimum in any Annual
Period, for that Annual Period: (a) Customer shall repay a prorata portion of
the 800 Bonus described in Paragraph 3A based
- ----------------------
6 In this document "****" are used in place of redacted information.
ASS00891.WP5 32
<PAGE>
upon the difference between Customer's actual annual domestic 800 usage
hereunder and Customer's Annual 800 Subminimum; (b) Customer shall not receive
an Annual 800 Credit as described in Paragraph 3B for that Annual Period; and
(c) Customer shall pay an underutilization charge (which Customer agrees is
reasonable) equal to ********************* of the difference between the Annual
800 Subminimum and Customer's actual invoiced annual domestic 800 usage.
5. If Customer terminates this Addendum or the Agreement during the term of this
Addendum for reasons other than for cause or to take service under another
arrangement with MCI having equal or greater term and volume requirements or if
MCI terminates the Agreement or this Addendum for cause, then Customer will pay
MCI within thirty (30) days of the effective date of such termination an amount
equal to ********************* of the difference between Customer's actual
annual domestic 800 usage hereunder and Customer's Annual 800 Subminimum, or a
pro rata portion thereof for any partial year, for each Annual Period remaining
in the term after termination, plus repay all credits previously received
hereunder.
6. Customer shall not disclose to any third party any of the terms and
conditions set forth herein unless such disclosure is lawfully required by any
federal governmental agency, is otherwise required to be disclosed by law, or is
necessary in any legal proceeding establishing rights and obligations under the
Agreement or this Addendum. In the event of any unpermitted third party
disclosure hereunder, MCI's remedy shall be pursuant to Paragraph 12 of the
Agreement. This Addendum may not be assigned by Customer.
7. Except as expressly provided in this Addendum, all of the terms and
conditions contained in the Agreement shall remain in full force and effect.
Notwithstanding the foregoing, MCI may, if required by applicable law, file
appropriate tariff provisions governing the offering under this Addendum. When
effective, such provisions shall be controlling, notwithstanding anything to the
contrary in this Addendum. In the event that regulatory authority does not
permit required tariff provisions to become effective, either party may, upon
written notice to the other, terminate this Addendum without termination
liability.
In order to be eligible for this offer, an authorized officer of Customer must
confirm Customer's acceptance of the above terms and conditions by executing
this Promotion where indicated below no later than March 7, 1994. If signed by
Customer and returned to MCI on or before March 7, 1994, this Amendment will be
effective on February 1, 1994. If this Amendment is not signed by Customer and
received by MCI on or before March 7, 1994, this Amendment will be effective on
the first day of the first full month following execution of this Amendment by
both parties.
ACCEPTED AND AGREED TO:
GENERAL COMMUNICATIONS, INC. MCI TELECOMMUNICATIONS
CORPORATION
/s/ /s/
- ------------------------------ --------------------------
Authorized Signature Authorized Signature
Wilson Hughes
Executive Vice President Vice President
- ------------------------------ --------------------------
Title Title
3/7/94 4/20/94
- ------------------------------ --------------------------
Date Date
ASS00891.WP5 33
