EXHIBIT 99.6
Consent of the Partners of Prime Cable of Alaska, L.P.
This Consent ("Consent") of the partners of Prime Cable of Alaska, L.P.,
a Delaware limited partnership (the "Partnership"), is entered into as of
October 7, 1996 among Prime Cable Fund I, Inc., a Delaware corporation (the
"General Partner"), the undersigned holders of profit participation rights in
the Partnership (the "PPR Holders").
WHEREAS, the General Partners and the Limited Partners are parties to
that certain Amended and Restated Agreement of Limited Partnership of Prime
Cable of Alaska, L.P. dated as of June 30, 1989, as previously amended (as so
amended, the "Partnership Agreement"); and
WHEREAS, certain of the Partners of the Partnership and the PPR Holders
have agreed to sell all of their interests in the Partnership in exchange for
shares of voting Class A Common Stock ("GCI Class A Stock") of General
Communication, Inc., an Alaska corporation ("GCI"), pursuant to the terms of
that certain Securities Purchase and Sale Agreement dated May 2, 1996 (the "GCI
Purchase Agreement") entered into by and among the direct and indirect owners of
all of the equity interests and profit participation rights in the Partnership,
as sellers, GCI, as buyer, and Prime Management, subject to certain terms and
conditions including the condition that the GCI Class A Stock be registered
under the Securities Act of 1933, all as generally described in that certain
Proxy Statement/Prospectus of GCI dated October 4, 1996 (the "GCI Prospectus"),
a true and complete copy of which has been delivered to each of the undersigned;
and
WHEREAS, Section 7.1 of the Partnership Agreement restricts the transfer
of the interest of any Partner except in certain limited instances not relevant
to the GCI Purchase Agreement; and
WHEREAS, the undersigned desire to enter into this Consent in order to
consent to the transfer by the applicable Partners of the Partnership of their
Partnership interest as provided in the GCI Purchase Agreement and to consent
and waive such other requirements under the Partnership Agreement in order to
permit the transactions contemplated by the GCI Purchase Agreement to occur;
NOW, THEREFORE, for and in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the execution and delivery hereof, the General Partners and the
Limited Partners agree that (capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Partnership Agreement):
1. Consent. The Partners and the PPR Holders hereby (i) consent
to the transfer, free of any restrictions of the Partnership Agreement, of all
the interests of such of the Partners of the Partnership and the PPR Holders as
have agreed to transfer such interests pursuant to and in accordance with the
GCI Purchase Agreement as in effect, from time to time, in exchange for shares
of GCI Class A Stock, as generally described in the GCI Prospectus, and (ii)
consent and waive such other requirements under the Partnership Agreement in
order to permit to occur the transactions contemplated by the GCI Purchase
Agreement and the other documents and agreements described therein.
2. No Other Consent or Amendment. Except for the consents,
waivers and approvals set forth or referred to above, the text of the
Partnership Agreement shall remain unchanged and in full force and effect.
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3. Effectiveness. This Consent shall become effective (the
"Effective Time") upon receipt of signed counterparts hereof from all the
Partners and the PPR Holders.
4. Successors and Assigns. Each of the undersigned, by its
execution and delivery of this Consent, hereby agrees with the Partnership that
it will (i) inform any successor or assignee to all or any portion of its
interest in the Partnership of its execution and delivery of this Consent and
(ii) as a condition precedent to any transfer of such interest, obligate such
successor or assignee in writing to be bound by the action of the undersigned in
executing and delivering this Consent.
5. Receipt of the GCI Prospectus. Each of the undersigned, by
its execution and delivery of this Consent, hereby acknowledges its receipt of a
copy of the GCI Prospectus.
6. Counterparts. To facilitate execution, this Consent may be
executed in any number of counterparts as may be convenient or necessary, and it
shall not be necessary that the signatures of all parties hereto or thereto be
contained on any one counterpart hereof or thereof. Additionally, the parties
hereto agree that for purposes of facilitating the execution of this Consent (i)
the signature pages taken from separate individually executed counterparts of
this Consent may be combined to form multiple fully executed counterparts and
(ii) a facsimile transmission shall be deemed to be an original signature. All
executed counterparts of this Consent shall be deemed to be originals, but all
such counterparts taken together or collectively, as the case may be, shall
constitute one and the same agreement.
7. Law of Contract. The Consent shall be deemed to be made
pursuant to the laws of the State of Delaware with respect to agreements made
and to be performed wholly in the State of Delaware and shall be construed,
interpreted, performed and enforced in accordance therewith.
IN WITNESS WHEREOF, the parties hereby have caused their respective duly
authorized officers or representatives to execute and deliver this Consent as of
the day and year first above written, to be effective as of the Effective Time.
GENERAL PARTNER:
PRIME CABLE FUND I, INC.
By:
Its:
LIMITED PARTNERS:
PRIME CABLE GROWTH PARTNERS, L.P.
By: Prime Venture I, Inc., General
Partner, and as general partner of
Prime Venture I Holdings, L.P.,
General Partner
By:
Its:
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And Prime II Management Group, Inc., as
general partner of Prime Venture I
Holdings, L.P., General Partner
By:
Its:
PRIME VENTURE I HOLDINGS, L.P.
By: Its General Partners:
Prime Venture I, Inc.
By:
Its:
And
Prime II Management Group, Inc.
By:
Its:
ALASKA CABLE, INC.
By:
Its:
REGISTRATION STATEMENT
II-640
