Common use of Amendment Effectiveness Clause in Contracts

Amendment Effectiveness. This Amendment shall become effective as of the first date (the “Closing Date”) on which each of the following conditions have been satisfied: (a) The Administrative Agent (or its counsel) shall have received from (i) the Borrower, the Subsidiary Guarantors and Ventures Holdco (collectively, the “GCI Parties”), (ii) all Amendment Lenders and Required Lenders, (iii) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment, and (iv) the Borrower, if requested by an Amendment Lender that the Loans made by such Lender be evidenced by a Note, an executed Note payable to such Lender. (b) Immediately before and after giving effect to, on, as of, and at the time of, the Closing Date (i) the representations and warranties of each GCI Party set forth in the Loan Documents shall be true and correct in all material respects; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects, (ii) no Default shall or would exist, and (iii) the Administrative Agent shall have received a certificate of the Borrower dated the Closing Date to such effect, signed by a Responsible Officer of the Borrower. (c) The Administrative Agent shall have received a certificate of each of the GCI Parties, dated the Closing Date, substantially in the form of Annex B hereto with appropriate insertions, executed by any officer (including the Secretary or any Assistant Secretary) of each such GCI Party. (d) The Parent shall have made an equity contribution to the Borrower, in cash, in an amount not less than $50,000,000 (the “Contribution”). (e) The Administrative Agent shall have received a certificate of the Senior Vice President/Finance of the Borrower, dated the Closing Date, in form and substance satisfactory to the Administrative Agent, certifying as to the pro forma compliance by the Borrower with the Financial Covenants under, and after giving effect to, the Contribution and the Sixth Amended and Restated Credit Agreement. (f) The Administrative Agent shall have received the Consent Fee on behalf of each Amendment Lender. (g) The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.C., special counsel to the Borrower, (ii) the legal opinion of Stoel Rives LLP, special Alaska counsel to the Loan Parties, and (iii) the legal opinion of the Borrower by ▇▇▇▇ ▇▇▇▇▇▇▇, special internal Alaska regulatory counsel to the GCI Parties, and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, special internal federal regulatory counsel to the GCI Parties, in each case, dated the Closing Date, in each case covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agent. Each GCI Party hereby requests such counsel to deliver such opinions. (h) The LC Exposure shall not exceed $25,000,000. (i) The Borrower shall have paid (i) all accrued and unpaid interest on the Existing Term Loans, the Revolving Loans and the Swingline Loans, (ii) all accrued and unpaid commitment fees and letter of credit participation fees under Section 3.3 of the Credit Agreement, and (iii) all accrued and unpaid fronting fees owed to the Issuing Bank in respect of Letters of Credit. (j) To the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (as defined in the Sixth Amended and Restated Credit Agreement), it shall deliver a Beneficial Ownership Certification (as defined in the Sixth Amended and Restated Credit Agreement), such Beneficial Ownership Certification to be in form and substance acceptable to the Administrative Agent. (k) The Administrative Agent shall have received, in immediately available funds, payment or reimbursement of all fees, out-of-pocket costs and expenses, compensation and other amounts then due and payable in connection with this Amendment, including, in the case of the Administrative Agent and the Arrangers, to the extent invoiced at least one Business Day prior to the Closing Date, the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and counsel for the Arrangers. (l) Without duplication of any payments pursuant to Section 1.04 and Section 1.06(i) hereof, each Departing Revolving Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it under the Credit Agreement (including any amounts due pursuant to Section 3.6 of the Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendments effected hereby shall not become effective if each of the conditions set forth or referred to in this Section 1.06 shall not have been satisfied at or prior to 5:00 p.m., New York City time, on December 31, 2018.

Amendment Effectiveness. This The effectiveness of this Amendment shall become effective as of is subject to the first date (the “Closing Date”) on which each satisfaction of the following conditions have been satisfiedprecedent: (a) The the Administrative Agent (or its counsel) shall have received from received: (i) the Borrower, the Subsidiary Guarantors and Ventures Holdco (collectively, the “GCI Parties”), (ii) all Amendment Lenders and Required Lenders, (iii) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed original counterparts of this Amendment, and (iv) duly executed by the Borrower, if requested the Administrative Agent and the Required Lenders; (ii) an Acknowledgment and Consent, substantially in the form of Exhibit A, duly executed and delivered by an Amendment Lender that the Loans made by such Lender be evidenced each Subsidiary Guarantor; and (iii) a certificate signed by a Note, an executed Note payable to such Lender. Responsible Officer of the Borrower certifying that (bA) Immediately before and after giving effect to, on, as of, and at the time of, the Closing Date (i) each of the representations and warranties of each GCI made by any Loan Party set forth in or pursuant to the Loan Documents shall be true and correct in all material respects; provided that, respects on and as of the Third Amendment Effective Date as if made on and as of such date (except to the extent that (x) any such representations and warranties specifically refer relate, by their terms, to an earlier a specific date, they in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date; provided further that specific date and (y) any representation such representations and warranty that is warranties are qualified as to “by materiality,” “Material Adverse Effect” or similar language , in which case such representations and warranties shall be true and correct in all respects, ) and (iiB) no Default or Event of Default shall or would exist, have occurred and be continuing on the Third Amendment Effective Date; and (iiib) the Administrative Agent shall have received a certificate of the Borrower dated the Closing Date to such effect, signed by a Responsible Officer of the Borrower. (c) The Administrative Agent shall have received a certificate of each of the GCI Parties, dated the Closing Date, substantially in the form of Annex B hereto with appropriate insertions, executed by any officer (including the Secretary or any Assistant Secretary) of each such GCI Party. (d) The Parent shall have made an equity contribution to the Borrower, in cash, in an amount not less than $50,000,000 (the “Contribution”). (e) The Administrative Agent shall have received a certificate of the Senior Vice President/Finance of the Borrower, dated the Closing Date, in form and substance satisfactory to the Administrative Agent, certifying as to the pro forma compliance by the Borrower with the Financial Covenants under, and after giving effect to, the Contribution and the Sixth Amended and Restated Credit Agreement. (f) The Administrative Agent shall have received the Consent Fee on behalf of each Amendment Lender. (g) The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.C., special counsel to the Borrower, (ii) the legal opinion of Stoel Rives LLP, special Alaska counsel to the Loan Parties, and (iii) the legal opinion of the Borrower by ▇▇▇▇ ▇▇▇▇▇▇▇, special internal Alaska regulatory counsel to the GCI Parties, and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, special internal federal regulatory counsel to the GCI Parties, in each case, dated the Closing Date, in each case covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agent. Each GCI Party hereby requests such counsel to deliver such opinions. (h) The LC Exposure shall not exceed $25,000,000. (i) The Borrower shall have paid (i) all accrued the fees referred to in Section 3 of this Amendment and unpaid interest on the Existing Term Loans, the Revolving Loans and the Swingline Loans, (ii) all accrued fees, charges and unpaid commitment fees and letter disbursements of credit participation fees under Section 3.3 of the Credit Agreement, and (iii) all accrued and unpaid fronting fees owed to the Issuing Bank in respect of Letters of Credit. (j) To the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (as defined in the Sixth Amended and Restated Credit Agreement), it shall deliver a Beneficial Ownership Certification (as defined in the Sixth Amended and Restated Credit Agreement), such Beneficial Ownership Certification to be in form and substance acceptable counsel to the Administrative Agent. (k) The Administrative Agent shall have received, in immediately available funds, payment or reimbursement of all fees, out-of-pocket costs and expenses, compensation and other amounts then due and payable in connection with this Amendment, including, in the case of the Administrative Agent and the Arrangers, to the extent invoiced at least one Business Day (1) day prior to the Closing Third Amendment Effective Date, the reasonable and documented plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of counsel for such fees, charges and disbursements incurred or to be incurred by it through the Administrative Agent and counsel for date upon which the Arrangers. Amendment shall be effective (l) Without duplication provided that such estimate shall not thereafter preclude a final settling of any payments pursuant to Section 1.04 and Section 1.06(i) hereof, each Departing Revolving Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it under the Credit Agreement (including any amounts due pursuant to Section 3.6 of the Credit Agreement). The Administrative Agent shall notify accounts between the Borrower and the Lenders of the Closing Date and Administrative Agent). The date on which such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendments effected hereby shall not become effective if each of the conditions set forth or referred to in this Section 1.06 shall not have been satisfied at (or prior waived) is referred to 5:00 p.m., New York City time, on December 31, 2018herein as the “Third Amendment Effective Date”.

Amendment Effectiveness. This The effectiveness of this Amendment shall become effective as of is subject to the first date (the “Closing Date”) on which each satisfaction of the following conditions have been satisfiedprecedent: (a) The the Administrative Agent (or its counsel) shall have received from received: (i) the Borrower, the Subsidiary Guarantors and Ventures Holdco (collectively, the “GCI Parties”), (ii) all Amendment Lenders and Required Lenders, (iii) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed original counterparts of this Amendment, and (iv) duly executed by the Borrower, if requested the Administrative Agent and the Required Lenders; (ii) an Acknowledgment and Consent, substantially in the form of Exhibit A, duly executed and delivered by an Amendment Lender that the Loans made by such Lender be evidenced each Subsidiary Guarantor; and (iii) a certificate signed by a Note, an executed Note payable to such Lender. Responsible Officer of the Borrower certifying that (bA) Immediately before and after giving effect to, on, as of, and at the time of, the Closing Date (i) each of the representations and warranties of each GCI made by any Loan Party set forth in or pursuant to the Loan Documents shall be true and correct in all material respects; provided that, respects on and as of the Fourth Amendment Effective Date as if made on and as of such date (except to the extent that (x) any such representations and warranties specifically refer relate, by their terms, to an earlier a specific date, they in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date; provided further that specific date and (y) any representation such representations and warranty that is warranties are qualified as to “by materiality,” “Material Adverse Effect” or similar language , in which case such representations and warranties shall be true and correct in all respects, ) and (iiB) no Default or Event of Default shall or would exist, have occurred and be continuing on the Fourth Amendment Effective Date; and (iiib) the Borrower shall have paid all fees to the Administrative Agent shall have received a certificate and all fees, charges and disbursements of the Borrower dated the Closing Date to such effect, signed by a Responsible Officer of the Borrower. (c) The Administrative Agent shall have received a certificate of each of the GCI Parties, dated the Closing Date, substantially in the form of Annex B hereto with appropriate insertions, executed by any officer (including the Secretary or any Assistant Secretary) of each such GCI Party. (d) The Parent shall have made an equity contribution to the Borrower, in cash, in an amount not less than $50,000,000 (the “Contribution”). (e) The Administrative Agent shall have received a certificate of the Senior Vice President/Finance of the Borrower, dated the Closing Date, in form and substance satisfactory counsel to the Administrative Agent, certifying as to the pro forma compliance by the Borrower with the Financial Covenants under, and after giving effect to, the Contribution and the Sixth Amended and Restated Credit Agreement. (f) The Administrative Agent shall have received the Consent Fee on behalf of each Amendment Lender. (g) The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.C., special counsel to the Borrower, (ii) the legal opinion of Stoel Rives LLP, special Alaska counsel to the Loan Parties, and (iii) the legal opinion of the Borrower by ▇▇▇▇ ▇▇▇▇▇▇▇, special internal Alaska regulatory counsel to the GCI Parties, and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, special internal federal regulatory counsel to the GCI Parties, in each case, dated the Closing Date, in each case covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agent. Each GCI Party hereby requests such counsel to deliver such opinions. (h) The LC Exposure shall not exceed $25,000,000. (i) The Borrower shall have paid (i) all accrued and unpaid interest on the Existing Term Loans, the Revolving Loans and the Swingline Loans, (ii) all accrued and unpaid commitment fees and letter of credit participation fees under Section 3.3 of the Credit Agreement, and (iii) all accrued and unpaid fronting fees owed to the Issuing Bank in respect of Letters of Credit. (j) To the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (as defined in the Sixth Amended and Restated Credit Agreement), it shall deliver a Beneficial Ownership Certification (as defined in the Sixth Amended and Restated Credit Agreement), such Beneficial Ownership Certification to be in form and substance acceptable to the Administrative Agent. (k) The Administrative Agent shall have received, in immediately available funds, payment or reimbursement of all fees, out-of-pocket costs and expenses, compensation and other amounts then due and payable in connection with this Amendment, including, in the case of the Administrative Agent and the Arrangers, to the extent invoiced at least one Business Day (1) day prior to the Closing Fourth Amendment Effective Date, the reasonable and documented plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of counsel for such fees, charges and disbursements incurred or to be incurred by it through the Administrative Agent and counsel for date upon which the Arrangers. Amendment shall be effective (l) Without duplication provided that such estimate shall not thereafter preclude a final settling of any payments pursuant to Section 1.04 and Section 1.06(i) hereof, each Departing Revolving Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it under the Credit Agreement (including any amounts due pursuant to Section 3.6 of the Credit Agreement). The Administrative Agent shall notify accounts between the Borrower and the Lenders of the Closing Date and Administrative Agent). The date on which such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendments effected hereby shall not become effective if each of the conditions set forth or referred to in this Section 1.06 shall not have been satisfied at (or prior waived) is referred to 5:00 p.m., New York City time, on December 31, 2018herein as the “Fourth Amendment Effective Date”.

Amendment Effectiveness. This The effectiveness of this Amendment shall become effective as of is subject to the first date (the “Closing Date”) on which each satisfaction of the following conditions have been satisfiedprecedent: (a) The the Administrative Agent (or its counsel) shall have received from received: (i) an original counterpart of this Amendment, duly executed by the Borrower, the Subsidiary Guarantors Borrower and Ventures Holdco (collectively, the “GCI Parties”), (ii) all Amendment Lenders and Required Lenders, (iii) the Administrative Agent, either and Lender Consent Letters, substantially in the form of Exhibit A (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory each a “Lender Consent Letter”), duly executed and delivered by the Required Lenders, the Majority Facility Lenders with respect to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this AmendmentTranche B Term Facility, and each Revolving Lender with respect to the Revolving Facility; (ivii) an Acknowledgement and Consent, substantially in the Borrowerform of Exhibit B, if requested duly executed and delivered by an Amendment Lender that the Loans made by such Lender be evidenced each Subsidiary Guarantor; and (iii) a certificate signed by a Note, an executed Note payable to such Lender. Responsible Officer of the Borrower certifying that (bA) Immediately before and after giving effect to, on, as of, and at the time of, the Closing Date (i) each of the representations and warranties of each GCI made by any Loan Party set forth in or pursuant to the Loan Documents shall be true and correct in all material respects; provided that, respects on and as of the Amendment Effective Date as if made on and as of such date (except to the extent that (x) any such representations and warranties specifically refer relate, by their terms, to an earlier a specific date, they in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date; provided further that specific date and (y) any representation such representations and warranty that is warranties are qualified as to “by materiality,” “Material Adverse Effect” or similar language , in which case such representations and warranties shall be true and correct in all respects) and (B) no Default or Event of Default shall have occurred and be continuing on the Amendment Effective Date; (b) 65% of the Capital Stock in Middletown Coke Company, LLC and Haverhill Coke Company LLC shall have been contributed to the MLP and the MLP shall have (i) consummated its registered initial public offering (the “IPO”) and (ii) no Default shall or would exist, and (iii) the Administrative Agent shall have received a certificate issued $150.0 million aggregate principal amount of the Borrower dated the Closing Date to such effect, signed by a Responsible Officer of the Borrower. (c) The Administrative Agent shall have received a certificate of each of the GCI Parties, dated the Closing Date, substantially in the form of Annex B hereto with appropriate insertions, executed by any officer (including the Secretary or any Assistant Secretary) of each such GCI Party. (d) The Parent shall have made an equity contribution to the Borrower, in cash, in an amount not less than $50,000,000 (the “Contribution”). (e) The Administrative Agent shall have received a certificate of the Senior Vice President/Finance of the Borrower, dated the Closing Date, in form and substance satisfactory to the Administrative Agent, certifying as to the pro forma compliance by the Borrower with the Financial Covenants under, and after giving effect to, the Contribution and the Sixth Amended and Restated Credit Agreement. (f) The Administrative Agent shall have received the Consent Fee on behalf of each Amendment Lender. (g) The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.C., special counsel to the Borrower, (ii) the legal opinion of Stoel Rives LLP, special Alaska counsel to the Loan Parties, and (iii) the legal opinion of the Borrower by ▇▇▇▇ ▇▇▇▇▇▇▇, special internal Alaska regulatory counsel to the GCI Parties, and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, special internal federal regulatory counsel to the GCI Partiessenior notes, in each case, dated substantially simultaneously with the Closing Date, closing of this Amendment; (c) the Borrower shall have made a prepayment of the Term Loans in each case covering an aggregate principal amount of $225,000,000 and such matters as prepayment by the Administrative Agent may reasonably request and otherwise reasonably satisfactory Borrower shall be made pro rata according to the Administrative Agent. Each GCI Party hereby requests such counsel respective outstanding principal amounts of the Term Loans then held by the Term Lenders and applied, first, to deliver such opinions.the next four successive installments in direct order of maturity and, second, to reduce the then remaining installments of the Term Loans, pro rata based on the respective then remaining principal amounts thereof; (hd) The LC Exposure shall not exceed $25,000,000. (i) The the Borrower shall have paid to the Administrative Agent (i) all accrued an amendment fee (the “Amendment Fee”) for the account of each Term Lender that consents to and executes this Amendment on or prior to the Amendment Effective Date (each a “Consenting Term Lender”) in an amount equal to 0.15% of the unpaid interest on principal amount of the Existing Term Loans, Loans of each such Consenting Term Lender (as determined as of the Revolving Loans Amendment Effective Date) and the Swingline Loans, (ii) all accrued and unpaid commitment fees and letter an extension fee (the “Extension Fee”) for the ratable account of credit participation fees under Section 3.3 each Revolving Lender in an amount equal to 0.15% of the Credit Agreement, and Revolving Commitments of each such Revolving Lender (iii) all accrued and unpaid fronting fees owed to as in effect as of the Issuing Bank in respect of Letters of Credit.Amendment Effective Date); and (je) To the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (as defined in the Sixth Amended shall have paid all fees, charges and Restated Credit Agreement), it shall deliver a Beneficial Ownership Certification (as defined in the Sixth Amended and Restated Credit Agreement), such Beneficial Ownership Certification to be in form and substance acceptable disbursements of counsel to the Administrative Agent. (k) The Administrative Agent shall have received, in immediately available funds, payment or reimbursement of all fees, out-of-pocket costs and expenses, compensation and other amounts then due and payable in connection with this Amendment, including, in the case of the Administrative Agent and the Arrangers, to the extent invoiced at least one Business Day (1) day prior to the Closing Amendment Effective Date, the reasonable and documented plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of counsel for such fees, charges and disbursements incurred or to be incurred by it through the Administrative Agent and counsel for date upon which the Arrangers. Amendment shall be effective (l) Without duplication provided that such estimate shall not thereafter preclude a final settling of any payments pursuant to Section 1.04 and Section 1.06(i) hereof, each Departing Revolving Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it under the Credit Agreement (including any amounts due pursuant to Section 3.6 of the Credit Agreement). The Administrative Agent shall notify accounts between the Borrower and the Lenders of the Closing Date and Administrative Agent). The date on which such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendments effected hereby shall not become effective if each of the conditions set forth or referred to in this Section 1.06 shall not have been satisfied at (or prior waived) is referred to 5:00 p.m., New York City time, on December 31, 2018herein as the “Amendment Effective Date”.

Amendment Effectiveness. This Amendment shall become effective as of the first date (the “Closing Second Incremental Amendment Effective Date”) on which each of the following conditions have been satisfiedsatisfied or waived: (a) The Administrative Agent (or its counsel) shall have received from (i) the Borrower, the Subsidiary Guarantors and Ventures Holdco (collectively, the “GCI Parties”)Borrowers, (ii) all Amendment Lenders Holdings and Required Lenders, (iii) each Second Additional Term A Lender party hereto and, in the Administrative Agentcase of the amendments set forth in Section 1.04 hereof, the Required Term A Lenders, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment, and (iv) the Borrower, if requested by an Amendment Lender that the Loans made by such Lender be evidenced by a Note, an executed Note payable to such Lender. (b) The obligation of the Second Additional Term A Lenders party hereto to make Second Additional Term A Loans on the Second Incremental Amendment Effective Date is subject to the satisfaction of the following conditions: (i) (x) Immediately before and after giving effect toto this Amendment and the borrowing of the Second Additional Term A Loans, on, as of, and at the time of, the Closing Date (i) the representations and warranties of each GCI Party the Borrower Parties and Holdings set forth in the Section 3.01, Section 3.02, Section 3.03(b)(i), Section 3.08, Section 3.15, Section 3.17(a) and Section 3.17(b) of the Credit Agreement (in each case, related to the entering into, borrowing under, guaranteeing under, and performance of the Loan Documents Documents, including this Amendment and the granting of Liens in the Collateral), Section 3.14 and Section 3.19 of the Credit Agreement (together, the “Incremental Specified Representations”), shall be true and correct in all material respects; respects on and as of the Second Incremental Amendment Effective Date, provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier datedate except that, for purposes of this Section 1.05(b)(i), such representations and warranties specifically referencing (A) the “Effective Date” shall be understood to refer to the Second Incremental Effective Date, (B) “this Agreement” shall be understood to refer to this Amendment and (C) “the Transactions” shall be understood to refer to the transactions contemplated under this Amendment to occur on the Second Incremental Amendment Effective Date, including the borrowing of the Second Additional Term A Loans; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respectsrespects on the Second Incremental Effective Date or on such earlier date, as the case may be and (y) at the time of the request by the Borrowers pursuant to Section 2.20 of the Credit Agreement for additional Term A Loans pursuant to this Amendment and after giving effect to this Amendment and the borrowing of the Second Additional Term A Loans, no Event of Default shall have occurred and be continuing under clause (a), (b), (h) or (i) of Section 7.01 of the Credit Agreement. (ii) no Default shall or would exist, and (iii) the The Administrative Agent and the Second Additional Term A Lenders shall have received a certificate of the Borrower dated the Closing Date to such effect, signed by a Responsible Officer of each of the BorrowerBorrower Parties dated the Second Incremental Amendment Effective Date, certifying compliance with clause (i) above. (ciii) The Administrative Agent and the Second Additional Term A Lenders shall have received a certificate of each of the GCI Parties, dated the Closing Date, substantially in the form of Annex B hereto with appropriate insertions, executed by any officer written opinions (including the Secretary or any Assistant Secretary) of each such GCI Party. (d) The Parent shall have made an equity contribution to the Borrower, in cash, in an amount not less than $50,000,000 (the “Contribution”). (e) The Administrative Agent shall have received a certificate of the Senior Vice President/Finance of the Borrower, dated the Closing Date, in form and substance satisfactory addressed to the Administrative Agent, certifying as to the pro forma compliance by the Borrower with the Financial Covenants under, and after giving effect to, the Contribution Collateral Agent and the Sixth Amended Second Additional Term A Lenders and Restated Credit Agreement. (fdated the Second Incremental Amendment Effective Date) The Administrative Agent shall have received the Consent Fee on behalf of each Amendment Lender. (g) The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.C.LLP, special New York counsel to for the BorrowerLoan Parties, (ii) the legal opinion of Stoel Rives LLP, special Alaska counsel to the Loan Parties, and (iii) the legal opinion of the Borrower by ▇▇▇▇ ▇▇▇▇▇▇▇, special internal Alaska regulatory counsel to the GCI Parties, and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇and Calder, special internal federal regulatory Cayman Islands counsel for the Loan Parties and (iii) Loyens & Loeff, Luxembourg counsel for the Loan Parties. (iv) The Administrative Agent shall have received a copy of (i) each Organizational Document of each Borrower Party and Holdings certified, to the GCI Partiesextent applicable, in each case, dated as of a recent date by the Closing Date, in each case covering applicable Governmental Authority; provided that such matters as documents shall not be required to be delivered if the Borrower Parties and Holdings provide certifications that the applicable Organization Documents delivered to the Administrative Agent may reasonably request in connection with the Credit Agreement remain in full force and otherwise reasonably satisfactory to effect and have not been amended, modified, revoked or rescinded since the Administrative Agent. Each GCI Party hereby requests such counsel to deliver such opinions. (h) The LC Exposure shall not exceed $25,000,000. (i) The Borrower shall have paid (i) all accrued and unpaid interest on the Existing Term Loans, the Revolving Loans and the Swingline Loansdate of delivery, (ii) all accrued signature and unpaid commitment fees incumbency certificates of the Responsible Officers of each Borrower Party and letter Holdings executing the Loan Documents to which it is a party; provided that such incumbency certificates shall not be required to be delivered if the Borrower Parties and Holdings provide certifications that the applicable incumbency certificates delivered to the Administrative Agent in connection with the Credit Agreement remain true and correct since the date of credit participation fees under delivery, (iii) resolutions of the Board of Directors and/or similar governing bodies of each Borrower Party and Holdings approving and authorizing the execution, delivery and performance of this Amendment, certified as of the Second Incremental Amendment Effective Date by its secretary, an assistant secretary or a Responsible Officer as being in full force and effect without modification or amendment and (iv) a good standing certificate (to the extent such concept exists and delivery is customary in the applicable jurisdiction) from the applicable Governmental Authority of each Borrower Party and Holdings’ jurisdiction of incorporation, organization or formation. (v) The Administrative Agent shall have received a Borrowing Request in accordance with the requirements set forth in Section 3.3 2.03 of the Credit Agreement requesting that the Second Additional Term A Lenders make the Second Additional Term A Loans to the Borrower Parties on the Second Incremental Amendment Effective Date. (vi) Each Loan Party shall have entered into the August 2016 Reaffirmation Agreement. (vii) The Administrative Agent shall have received a completed “Life-of- Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Property, and, if any part of such Mortgaged Property is located in a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower, and (ii) certificates of insurance evidencing the insurance required by Section 5.07(b) of the Credit Agreement, and (iii) all accrued and unpaid fronting fees owed to the Issuing Bank in respect of Letters of Credit. (j) To the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (as defined in the Sixth Amended and Restated Credit Agreement), it shall deliver a Beneficial Ownership Certification (as defined in the Sixth Amended and Restated Credit Agreement), such Beneficial Ownership Certification to be in form and substance acceptable to the Administrative Agent. (kc) The Administrative Agent shall have received, in immediately available funds, payment or reimbursement of all fees, reasonable and documented or invoiced out-of-pocket costs expenses (including reasonable fees, charges and expenses, compensation and other amounts then due and payable in connection with this Amendment, including, in the case disbursements of the Administrative Agent and the Arrangers, counsel) required to be reimbursed or paid by any Loan Party under any Loan Document to the extent invoiced at least one two Business Day Days prior to the Closing Second Incremental Amendment Effective Date, the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and counsel for the Arrangers. (l) Without duplication of any payments pursuant to Section 1.04 and Section 1.06(i) hereof, each Departing Revolving Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it under the Credit Agreement (including any amounts due pursuant to Section 3.6 of the Credit Agreement). The Administrative Agent shall notify have received the Borrower and fees payable under the Lenders fee letter, dated as of the Closing Date date hereof, among the Administrative Agent, Lenders and such notice shall be conclusive and bindingHoldings in accordance with the terms thereof. Notwithstanding the foregoing, the amendments amendment effected hereby shall not become effective and the obligations of the Second Additional Term A Lenders hereunder to make Second Additional Term A Loans will automatically terminate if each of the conditions set forth or referred to in this Section 1.06 shall 1.05 hereof has not have been satisfied or waived at or prior to 5:00 p.m., New York City time, on December 31August 2, 20182016.

Amendment Effectiveness. This Amendment shall become effective as of the first date (the “Closing Seventh Amendment Effective Date”) on which each of the following conditions have been satisfied: (a) : The Administrative Agent (or its counsel) shall have received from (i) the Borrower, the Parent and the Subsidiary Guarantors and Ventures Holdco (collectively, the “GCI Parties”)Guarantors, (ii) all Amendment the Required Lenders and Required Lenders, (iii) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment, and (iv) the Borrower, if requested by an Amendment Lender that the Loans made by such Lender be evidenced by a Note, an executed Note payable to such Lender. (b) . Immediately before and after giving effect to, on, as of, and at the time of, the Closing Seventh Amendment Effective Date (i) the representations and warranties of each GCI Loan Party set forth in the Loan Documents shall be true and correct in all material respects; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects, (ii) no Default shall or would exist, and (iii) the Administrative Agent shall have received a certificate of the Borrower Parent dated the Closing Seventh Amendment Effective Date to such effect, signed by a Responsible Officer of the Borrower. (c) Parent. The Administrative Agent shall have received a certificate of each of the GCI Loan Parties, dated the Closing Seventh Amendment Effective Date, substantially in the form of Annex B hereto Exhibit F of the Credit Agreement with appropriate insertions, executed by any officer (including the Secretary or any Assistant Secretary) Responsible Officer of each such GCI Loan Party. (d) The Parent shall have made an equity contribution to the Borrower, in cash, in an amount not less than $50,000,000 (the “Contribution”). (e) The Administrative Agent shall have received a certificate of the Senior Vice President/Finance of the Borrower, dated the Closing Date, in form and substance satisfactory to the Administrative Agent, certifying as to the pro forma compliance by the Borrower with the Financial Covenants under, and after giving effect to, the Contribution and the Sixth Amended and Restated Credit Agreement. (f) . The Administrative Agent shall have received the Consent Fee on behalf of each Amendment Consenting Lender. (g) . The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.C., special counsel to the BorrowerLoan Parties, (ii) the legal opinion of Stoel Rives LLP, special Alaska counsel to the Loan Parties, and (iii) the legal opinion of the Borrower by ▇▇▇▇ ▇▇▇▇▇▇▇, special internal Alaska regulatory counsel to the GCI Loan Parties, and ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, special internal federal regulatory counsel to the GCI Loan Parties, in each case, dated the Closing Seventh Amendment Effective Date, in each case covering such matters as the Administrative Agent may reasonably request and otherwise reasonably satisfactory to the Administrative Agent. Each GCI Party The Borrower hereby requests such counsel to deliver such opinions. (h) The LC Exposure shall not exceed $25,000,000. (i) The Borrower shall have paid (i) all accrued and unpaid interest on the Existing Term Loans, the Revolving Loans and the Swingline Loans, (ii) all accrued and unpaid commitment fees and letter of credit participation fees under Section 3.3 of the Credit Agreement, and (iii) all accrued and unpaid fronting fees owed to the Issuing Bank in respect of Letters of Credit. (j) To the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (as defined in the Sixth Amended and Restated Credit Agreement), it shall deliver a Beneficial Ownership Certification (as defined in the Sixth Amended and Restated Credit Agreement), such Beneficial Ownership Certification to be in form and substance acceptable to the Administrative Agent. (k) . The Administrative Agent shall have received, in immediately available funds, payment or reimbursement of all fees, out-of-pocket costs and expenses, compensation and other amounts then due and payable in connection with this Amendment, including, in the case of the Administrative Agent and the Seventh Amendment Arrangers, to the extent invoiced at least one Business Day prior to the Closing Seventh Amendment Effective Date, the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and counsel for the Seventh Amendment Arrangers. (l) Without duplication of any payments pursuant to Section 1.04 and Section 1.06(i) hereof, each Departing Revolving Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it under the Credit Agreement (including any amounts due pursuant to Section 3.6 of the Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders of the Closing Seventh Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendments effected hereby shall not become effective if each of the conditions set forth or referred to in this Section 1.06 1.04 shall not have been satisfied at or prior to the earlier of (i) the date immediately preceding the Fifth Amendment Reorganization Date, or (ii) 5:00 p.m., New York City time, on December 31April 30, 2018.

Amendment Effectiveness. This Amendment shall become effective as The effectiveness of the first date amendments to the Credit Agreement contemplated hereby shall be subject to the satisfaction (the “Closing Date”) or waiver by each Revolving Credit Lender), on which each or prior to April 23, 2019, of the following conditions have been satisfied:(the first Business Day on which all conditions are so satisfied or waived, the “Amendment No. 5 Effective Date”): (a) The Administrative Agent (or its counsel) shall have received from (i) the Borrower, the Subsidiary Guarantors and Ventures Holdco (collectively, the “GCI Parties”), (ii) all Amendment Lenders and Required Lenders, (iii) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment, and (iv) the Borrower, if requested by an Amendment Lender that the Loans made by such Lender be evidenced by a Note, an executed Note payable to such Lender. (b) Immediately before and after giving effect to, on, as of, and at the time of, the Closing Date (i) the representations and warranties of each GCI Party set forth in the Loan Documents shall be true and correct in all material respects; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects, (ii) no Default shall or would exist, and (iii) the Administrative Agent shall have received a certificate counterparts of this Amendment that, when taken together, bear the Borrower dated signatures of (i) the Closing Date to such effectBorrowers, signed by a Responsible Officer of Holdings and the Borrower.Subsidiary Guarantors, (ii) the Administrative Agent and (iii) each Revolving Credit Lender; (cb) The the Administrative Agent shall have received a certificate such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Holdings, the Borrowers and each Subsidiary Guarantor as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each of the GCI Parties, dated the Closing Date, substantially Responsible Officer thereof authorized to act as a Responsible Officer in the form of Annex B hereto connection with appropriate insertions, executed by any officer (including the Secretary or any Assistant Secretary) of each such GCI Party.this Amendment; (dc) The Parent shall have made an equity contribution to the Borrower, in cash, in an amount not less than $50,000,000 (the “Contribution”). (e) The Administrative Agent shall have received such documents and certifications (including Organization Documents (or certifications of a certificate of Responsible Officer that there have been no changes to the Senior Vice President/Finance of Organizational Documents since the Borrower, dated the Closing Amendment No. 4 Effective Date, in form and substance satisfactory as applicable) and, to the extent available under applicable local law, good standing certificates) as the Administrative AgentAgent may reasonably require to evidence that Holdings, certifying as the Borrowers and each Subsidiary Guarantor is duly organized or formed, and that each of them is validly existing, and, to the pro forma compliance by extent available under local law, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the Borrower with conduct of its business requires such qualification, except to the Financial Covenants under, and after giving effect to, the Contribution and the Sixth Amended and Restated Credit Agreement.extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (fd) The the Administrative Agent shall have received the Consent Fee on behalf an opinion of each Amendment Lender. (g) The Administrative Agent shall have received the following executed legal opinions: (i) the legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ L.L.C., special counsel to the Borrower, (ii) the legal opinion of Stoel Rives LLP, special Alaska New York, Delaware, Texas and California counsel to the Loan Parties, and (iiiii) the legal opinion of the Borrower by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, special internal Alaska regulatory counsel to the GCI Parties, and ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇, special internal federal regulatory ▇▇ ▇▇▇▇▇▇▇ counsel to the GCI Parties, in Administrative Agent and each case, dated the Closing DateRevolving Credit Lender, in each case covering such matters as the Administrative Agent may reasonably request in form and otherwise substance reasonably satisfactory to the Administrative Agent. Each GCI Party hereby requests such counsel to deliver such opinions.; (h) The LC Exposure shall not exceed $25,000,000. (i) The Borrower shall have paid (ie) all accrued and unpaid actions or documents reasonably requested by the Administrative Agent that are necessary to establish or re-affirm that the Collateral Agent will have a perfected first priority security interest on the Existing Term Loans, the Revolving Loans and the Swingline Loans, (ii) all accrued and unpaid commitment fees and letter of credit participation fees subject to Liens permitted under Section 3.3 7.02 of the Credit Agreement) in the Collateral to secure the Obligations shall have been taken or executed and delivered (including, and (iii) all accrued and unpaid fronting fees owed if so requested, deeds of confirmation, amendments and/or supplements to the Issuing Bank in respect of Letters of Credit.Collateral Documents); (jf) To the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (as defined in the Sixth Amended and Restated Credit Agreement), it Borrowers shall deliver a Beneficial Ownership Certification (as defined in the Sixth Amended and Restated Credit Agreement), such Beneficial Ownership Certification to be in form and substance acceptable have paid to the Administrative Agent., for the account of each Revolving Credit Lender, an amendment consent fee (the “Consent Fee”) in an amount equal to 0.25% of the Revolving Credit Commitment of each such Revolving Credit Lender; (kg) The the Administrative Agent and its affiliates shall have received, in received from the Borrowers (or shall be satisfied that it will receive substantially concurrently with the effectiveness of this Amendment) immediately available funds, payment funds in an amount sufficient to pay all expenses required by Section 10.04 of the Credit Agreement or reimbursement of all fees, out-of-pocket costs and expenses, compensation and by any other amounts then due and payable Loan Document to be paid by the Borrowers in connection with this Amendment, includingAmendment and the transactions contemplated hereby (to the extent, in the case of reimbursement of expenses, invoiced in reasonable detail on or prior to the date hereof); (h) the representations and warranties set forth in Section 3 above shall be true and correct, and no Default or Event of Default shall exist before or after giving effect to the transactions contemplated hereby (and the Administrative Agent and shall have received a certification by a Responsible Officer of each Borrower that the Arrangers, to the extent invoiced at least one Business Day prior to the Closing Date, the reasonable and documented fees, charges and disbursements of counsel for condition specified in this clause (h) have been satisfied); and (i) the Administrative Agent and counsel for the Arrangers. (l) Without duplication of any payments pursuant to Section 1.04 and Section 1.06(i) hereof, each Departing Revolving Lender shall have received payment of an amount equal a Beneficial Ownership Certification in relation to the outstanding principal of its Loans and participations in LC Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it under the Credit Agreement (including any amounts due pursuant to Section 3.6 of the Credit Agreement). The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the amendments effected hereby shall not become effective if each of the conditions set forth or referred to in this Section 1.06 shall not have been satisfied at or prior to 5:00 p.m., New York City time, on December 31, 2018Borrowers.