EX. 99.26
Published on March 31, 1998
EXHIBIT 99.26
ARTICLES OF INCORPORATION
OF
GCI SATELLITE CO., INC.
We, the undersigned natural persons over the age of eighteen (18)
years, acting as incorporators of a corporation under the Alaska Corporation
Code, AS 10.06, do hereby adopt the following Articles of Incorporation for such
corporation.
ARTICLE I - Name
The name of the corporation ("Corporation") is: GCI SATELLITE Co., Inc.
ARTICLE II - Purposes and Powers
The purposes for which the Corporation is specifically organized are
the acquisition of transponders on a satellite, and the construction and
operation of a fiber optic network linking certain cities in the State of Alaska
with the 48 contiguous United States.
The Corporation shall have and may exercise all of the general powers
of a natural person, including those provided in AS 10.06.010, as amended.
ARTICLE III - Registered Office and Agent
The address of the Corporation's registered office and the name of its
registered agent is Hartig, Rhodes, Norman, Mahoney & Edwards, P.C., 717 "K"
Street, Anchorage, AK 99501.
ARTICLE IV - Capital
The Corporation shall have the authority to issue ten thousand (10,000)
shares of no par value stock. These shares shall be common voting shares, each
share having one (1) vote.
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ARTICLE V - No Preemptive Rights
Pursuant to AS 10.06.210(a)(1)(B), no holder of any stock of the
Corporation shall be entitled to purchase, subscribe for or otherwise acquire,
as a matter of right, any new or additional shares of stock, of any class, in
the Corporation, any options or warrants to purchase, subscribe for or otherwise
acquire any new or additional shares in the Corporation, or any shares, bonds,
notes, debentures, or other securities convertible into or carrying options or
warrants to purchase, subscribe for or otherwise acquire any such shares.
ARTICLE VI - No Cumulative Voting
Pursuant to AS 10.06.420(d), shareholders shall not cumulate their
votes, but must vote shares held by them for as many persons as there are
directors to be elected.
ARTICLE VII - Power to Redeem Shares
Pursuant to AS 10.06.325, the Corporation has the power on majority
vote of the shareholders, to redeem, in whole or in part, any class of
outstanding shares.
ARTICLE VIII - Quorum of Shareholders
A quorum for the conducting of any shareholder business shall be
fifty-one percent (51%) of all outstanding shares that are entitled to vote.
ARTICLE IX - Initial Directors
The initial number of directors of the Corporation shall be four (4).
The names and addresses of the initial directors, who shall serve until the
first annual meeting of shareholders or until their successors are elected and
qualified are as follows:
Ronald A. Duncan
2550 Denali Street, Suite 1000
Anchorage, AK 99503
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John M. Lowber
2550 Denali Street, Suite 1000
Anchorage, AK 99503
Wilson Hughes
2550 Denali Street, Suite 1000
Anchorage, AK 99503
Donne F. Fisher
Tele-Communications, Inc.
4643 S. Ulster, Suite 400
Denver, CO 80237
The number of directors may be increased or decreased from time to time
by an amendment of the Bylaws; but no decrease shall have the effect of
shortening the term of any incumbent director. The directors may fill any
vacancy on the board created by reason of removal or retiring of any director.
ARTICLE X - Alien Affiliates
The Corporation is not affiliated with any nonresident alien or a
corporation whose place of incorporation is outside the United States (as
defined in AS 10.06.990(2) and (3)).
ARTICLE XI - Liability of Directors
The directors of the Corporation shall not be liable to the Corporation
for monetary damages for a breach of fiduciary duty except for:
1. A breach of a director's duty of loyalty to the Corporation;
2. Acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law; or
3. A transaction from which the director derives an improper personal
benefit.
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ARTICLE XII - Bylaws
The initial Bylaws of the Corporation shall be adopted by the Board of
Directors, and the power to alter, amend or repeal the Bylaws shall be reserved
to the board. The Bylaws may contain any provision for the regulation and
management of the affairs of the Corporation not inconsistent with the Alaska
Corporation Code or with these Articles of Incorporation.
ARTICLE XIII - Duration
The duration of the Corporation shall be perpetual.
ARTICLE XIV - Effective Date
These Articles will be effective upon filing.
ARTICLE XV - Special Provisions
1. The Corporation shall not engage in any dissolution, liquidation,
merger, consolidation or sale, transfer, assignment, lease, conveyance or other
disposal of all or substantially all of its property in any one transaction or
series of transactions as long as any indebtedness under the Fiber Construction
Facility by the Alaska United Fiber System Partnership remains outstanding,
other than (a) any such transaction with or into GCI, Inc., or any of its
Restricted Subsidiaries otherwise effected in accordance with the terms of that
Indenture of 1997, between GCI, Inc., and the Bank of New York, as trustee
("Indenture"), (b) any such transaction with or into another Unrestricted
Subsidiary and (c) any such transaction which, assuming for purposes of this
clause (c) only that such Unrestricted Subsidiary were a Restricted Subsidiary,
would comply with the covenant entitled "Limitation on Asset Sales" in the
Indenture; provided, however, that any Net Available Cash derived therefrom may
also be used to prepay, repay or purchase indebtedness under such Fiber
Construction Facility.
As used herein, "Restricted Subsidiaries" means (i) any
Subsidiary of GCI, Inc., on or after the issue date for the Indenture notes,
unless such Subsidiary shall have been designated an Unrestricted Subsidiary as
permitted or required pursuant to the definition of "Unrestricted Subsidiary"
and (ii) an Unrestricted Subsidiary which is redesignated as a Restricted
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Subsidiary as permitted pursuant to the definition of "Unrestricted Subsidiary."
"Subsidiary" of GCI, Inc., means any corporation, partnership,
joint venture, association or other business entity, whether now existing or
hereafter organized or acquired, of which at least a majority of the total
voting power of the voting stock is held by GCI, Inc.
"Unrestricted Subsidiary" means (a) the Corporation, GCI
Satellite Co., Inc., GCI Fiber Co., Inc., Fiber Hold Co., Inc., and Alaska
United Fiber System Partnership and (b) any Subsidiary of an Unrestricted
Subsidiary.
"Net Available Cash" from an Asset Sale means cash payments
received therefrom (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise,
but only as and when received, but excluding any other consideration received in
the form of assumption by the acquiring person of indebtedness or other
obligations relating to such properties or assets or received in any other non
cash form) in each case net of all legal, title and recording tax expenses,
commissions and other fees and expenses incurred, and all federal, state,
provincial, foreign and local taxes required to be accrued as a liability under
GAAP, as a consequence of such Asset Sale, and in each case net of all payments
made on any indebtedness (a) which is secured by any assets subject to such
Asset Sale, in accordance with the terms of any lien upon or other security
agreement of any kind with respect to such assets, or (b) which must (1) by its
terms, or in order to obtain a necessary consent to such Asset Sale (except, in
the case of this clause (b), indebtedness that is pari passu with or
subordinated to the Indenture notes), or (2) by applicable law be repaid out of
the proceeds from such Asset Sale, and net of all distributions and other
payments required to be made to minority interest holders in Subsidiaries or
joint ventures as a result of such Asset Sale.
"Asset Sale" means any transfer, conveyance, sale, lease or
other disposition (including, without limitation, dispositions pursuant to any
consolidation or merger or a sale and leaseback transaction) by the Corporation
in any single transaction or series of transactions of (a) shares of capital
stock or other ownership interests in another person (including capital stock of
Unrestricted Subsidiaries); or (b) any other property of the Corporation;
provided, however, that the term "Asset Sale" shall not include: (i) the sale or
transfer of temporary cash investments, inventory, accounts
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receivable or other property (including, without limitation, the lease of excess
satellite transponder capacity and the lease of excess fiber capacity) in the
ordinary course of business; (ii) the liquidation of property received in
settlement of debts owing to the Corporation as a result of foreclosure,
perfection or enforcement of any lien or debt, which debts were owing to the
Corporation in the ordinary course of business; (iii) the sale or transfer of
any property by the Corporation or to any of the Restricted Subsidiaries; (iv) a
disposition in the form of a restricted payment permitted to be made pursuant to
"--Certain Covenants--Limitation on Restricted Payments" in the Indenture; or
(v) a disposition (taken together with any other dispositions in a single
transaction or series of related transactions) with a fair market value and a
sale price of less than $5 million.
2. The Corporation's board of directors shall consist of not less than
one outside director.
IN WITNESS WHEREOF, I have signed these Articles this 22 day of July,
1997.
/s/
Robert B. Flint
IN WITNESS WHEREOF, I have signed these Articles this 22nd day of July,
1997.
/s/
Bonnie J. Paskvan
STATE OF ALASKA )
) ss.
THIRD JUDICIAL DISTRICT )
Robert B. Flint says on oath or affirms that he has read the foregoing
Articles of Incorporation of GCI Satellite Co., Inc., and believes all
statements made in the document are true and correct.
/s/
Notary Public in and for the State
of Alaska
My commission expires: 4-11-2001
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STATE OF ALASKA )
) ss.
THIRD JUDICIAL DISTRICT )
Bonnie J. Paskvan says on oath or affirms that she has read the
foregoing Articles of Incorporation of GCI Satellite Co., Inc., and believes all
statements made in the document are true and correct.
/s/
Notary Public in and for the State
of Alaska
My commission expires: 4-11-2001
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