EXHIBIT 2.3
Waiver
Reference is made to that certain Securities Purchase and Sale
Agreement dated May 2, 1996, as amended (the "Agreement"), among GCI Cable, Inc.
(as assignee of General Communication, Inc.)("Buyer"), Prime II Management, L.P.
and the "Sellers" named therein. Capitalized terms used in this Waiver and not
otherwise defined shall have the meanings ascribed to them in the Agreement.
Section 9.5 of the Agreement provides that it is a condition precedent
to Buyer's obligation to consummate the transactions contemplated by the
Agreement that as of the Closing Date, the combined outstanding subordinated and
senior debt for the Company shall not exceed $108,000,000 in the aggregate (i)
less any positive working capital balance or plus any working capital deficit,
as the case may be, calculated without regard to the current portion of long
term debt, (ii) excluding the Profit Participation Obligation, and (iii) plus
indebtedness in an amount equal to the sum of (X) the Prime Upgrade Expense, (Y)
the aggregate amount of any Prime Cap-Ex Excess excluding any expenditures on
the Alaska System Upgrade (including in such excluded expenditures the Prime
Upgrade Expense), and (Z) the Prime Cash Flow Shortfall (the "Company Debt
Limit"). The Company has exceeded the Company Debt Limit by $66,000.
Section 11.3 of the Agreement provides that it is a condition precedent
to Buyer's and Sellers' obligations to consummate the transactions contemplated
by the Agreement that all "Required Consents" identified on Schedules 4 and 16
to the Agreement as "Material Required Consents," or waivers thereof, be
obtained. Buyer and Seller acknowledge that the consent referenced as item D.2
(the "Military Base Consent") on Schedule 4 to the Agreement will not be
obtained prior to the Final Closing.
Buyer hereby waives the failure of the Buyer's closing condition under
Section 9.5 of the Agreement, and Buyer and Sellers hereby each waive their
mutual closing condition under Section 11.3 of the Agreement with respect to the
Military Base Consent, to have been met as of the Final Closing and agree to
proceed with the consummation of the transactions contemplated by the Agreement.
Dated to be effective as of October 31, 1996.
BUYER:
GCI Cable, Inc.
By: /s/
Xxxx Xxxxxx
Secretary
General Communication, Inc. - Form 8-K
Page 33
SELLERS:
PRIME VENTURE I HOLDINGS, L.P., PRIME CABLE
GROWTH PARTNERS, L.P., PRIME CABLE LIMITED
PARTNERSHIP, BANCBOSTON CAPITAL, INC., FIRST
CHICAGO INVESTMENT CORPORATION, MADISON
DEARBORN PARTNERS V, PRIME VENTURE II, L.P.,
AUSTIN VENTURES, L.P., XXXXXXX XXXXX VENTURE
PARTNERS III LIMITED PARTNERSHIP, CENTENNIAL
FUND II, L.P., CENTENNIAL FUND III, L.P., and
CENTENNIAL BUSINESS DEVELOPMENT FUND, LTD., by
Prime II Management, L.P. as Sellers'Agent
pursuant to Section 19.13 of the Agreement
Prime II Management L.P.
By: Prime II Management, Inc.
Its: General Partner
By: /s/
Name: Xxxxxxx X. Xxxxx
Title: Vice President
Agreed to and Acknowledged:
GENERAL COMMUNICATION, INC.
By: /s/
Xxxx X. Xxxxxx, Senior Vice President
General Communication, Inc. - Form 8-K
Page 34
and
PRIME II MANAGEMENT, L.P.
By: Its General Partner,
Prime II Management, Inc.
By: /s/
Name: Xxxxxxx X. Xxxxx
Title: Vice President
General Communication, Inc. - Form 8-K
Page 35
