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 Xxxxxxx & Xxxxxx 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 Xxxx Xxxxxxx, special internal Alaska regulatory counsel to the GCI Parties, and Xxxxxxxxxxx Xxxxxxx, 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 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 Xxxxxxx & Xxxxxx 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 Xxxx Xxxxxxx, special internal Alaska regulatory counsel to the GCI Parties, and Xxxxxxxxxxx Xxxxxxx, 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 Section 1.02 of this Amendment No. 2 shall become effective as of the first date that is the sixth (6th) Business Day after the date hereof (the “Closing Amendment No. 2 Effective Date”) on which when, and only when, each of the following conditions have been satisfied: (a) The Administrative Agent (or its counsel) shall have received duly executed counterparts of this Amendment No. 2 from (i) the Borrower, the Subsidiary Guarantors and Ventures Holdco (collectively, the “GCI Parties”), (ii) all Amendment Lenders the other Loan Parties 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 The representations and warranties of the Borrower and each GCI other Loan Party set forth contained in the Loan Documents Section 2.01 hereof shall be true and correct in all material respectsrespects on and as of the Amendment No. 2 Effective Date; provided that, in each case, to the extent that any 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 provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) 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 respects on such effect, signed by a Responsible Officer of the Borrowerrespective dates. (c) The Administrative Agent After giving effect to this Amendment No. 2 and the transactions contemplated hereby on the Amendment No. 2 Effective Date, no Default or Event of Default 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 Partyoccurred and be continuing. (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 Xxxxxxx & Xxxxxx 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 Xxxx Xxxxxxx, special internal Alaska regulatory counsel to the GCI Parties, and Xxxxxxxxxxx Xxxxxxx, 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 reasonable costs, fees, out-of-pocket costs and expenses, compensation and other amounts then due and payable in connection with this AmendmentAmendment No. 2, including, in the case of the Administrative Agent and the Arrangers, to the extent invoiced at least one three (3) Business Day Days prior to the Closing Amendment No. 2 Effective Date, the reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and counsel for the ArrangersAgent. (le) 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 not received, by 5:00 p.m. on the Borrower and fifth (5th) Business Day after the date hereof, written notice of objection to this Amendment No. 2 from Lenders of comprising 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, 2018Required Lenders.

Amendment Effectiveness. This Section 1.02 of this Amendment shall become effective as of the first date (the “Closing First Amendment Effective Date”) on which each of the following conditions have been satisfiedsatisfied or waived by the Required Purchasers: (a) The Administrative Agent Purchasers (or its counsel) shall have received from (i) the Borrower, the Subsidiary Guarantors and Ventures Holdco (collectively, the “GCI Parties”), (ii) all Amendment Lenders the Required Purchasers and Required Lenders, (iii) the Administrative Agent, Agent either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent Purchasers (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 The Administrative Agent and the Purchasers shall have received, or substantially simultaneously with the effectiveness of this Amendment shall have received, in immediately available funds, all fees and other amounts due and payable on or prior to the First Amendment Effective Date, including, to the extent invoiced at least one (1) Business Day prior to the First Amendment Effective Date (except as otherwise reasonably agreed by the Borrower), the reasonable fees, charges and disbursements of counsel for the Purchasers and of counsel for the Administrative Agent. (c) On the First Amendment Effective Date, immediately prior to and immediately after giving effect toto this Amendment, on, as of, and at the time of, the Closing Date (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) all of the representations and warranties of each GCI Note Party set forth in this Amendment and the Loan other Note Documents shall be true and correct in all material respectsrespects on and as of the First 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 date; provided further 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 (giving effect to any such qualifications) on the First Amendment Effective Date or on such earlier date, as the case may be. (iid) no Default shall or would exist, and (iii) the Administrative Agent The Purchasers shall have received a certificate of the Borrower dated the Closing Date to such effect, signed by a Responsible Officer of the Borrower. , dated the First Amendment Effective Date, certifying as to compliance with clause (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”)above. (e) The Administrative Agent Each Note Party shall have received a certificate of entered into 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 First Amendment Reaffirmation 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 Xxxxxxx & Xxxxxx 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 Xxxx Xxxxxxx, special internal Alaska regulatory counsel to the GCI Parties, and Xxxxxxxxxxx Xxxxxxx, 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 Xxxxxxx & Xxxxxx 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 Xxxx Xxxxxxx, special internal Alaska regulatory counsel to the GCI Parties, and Xxxxxxxxxxx Xxxxxxx, 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) 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 Xxxxxxx & Xxxxxx 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 Xxxx Xxxxxxx, special internal Alaska regulatory counsel to the GCI Parties, and Xxxxxxxxxxx Xxxxxxx, 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 The effectiveness of the first date amendments to the Credit Agreement contemplated hereby and the obligations of each 2018 Term Lender to make any 2018 Term Loans hereunder shall be subject to the satisfaction (the “Closing Date”) or waiver by each 2018 Term Lender party hereto), on which each or prior to March 29, 2018, of the following conditions have been satisfied:(the first Business Day on which all conditions are so satisfied or waived and the 2018 Term Loans are made, the “Amendment No. 4 Effective Date”): (a) The the Administrative Agent (or its counsel) shall have received from counterparts of this Amendment that, when taken together, bear the signatures of (i) the BorrowerBorrowers, Holdings and the Subsidiary Guarantors and Ventures Holdco (collectivelyother than PPD Services, the “GCI Parties”Inc.), (ii) all Amendment Lenders the Administrative Agent 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 each 2018 Term Lender.; (b) Immediately before the Administrative Agent shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Holdings, the Borrowers and after giving effect toeach Subsidiary Guarantor as the Administrative Agent may reasonably require evidencing the identity, onauthority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment; (c) the Administrative Agent shall have received such documents and certifications (including Organization Documents (or certifications of a Responsible Officer that there have been no changes to the Organizational Documents since the Amendment No. 3 Effective Date, as of, and at the time of, the Closing Date (iapplicable) the representations and warranties of each GCI Party set forth in the Loan Documents shall be true and correct in all material respects; provided thatand, to the extent available under applicable local law, good standing certificates) as the Administrative Agent may reasonably require to evidence that Holdings, the Borrowers and each Subsidiary Guarantor is duly organized or formed, and that each of them is validly existing, and, to the 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 conduct of its business requires such representations and warranties specifically refer qualification, except to an earlier date, they shall the extent that failure to be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is so qualified as could not reasonably be expected to “materiality,” “have a Material Adverse Effect” or similar language shall be true and correct in all respects, ; (ii) no Default shall or would exist, and (iiid) the Administrative Agent shall have received a certificate Committed Loan Notice relating to the incurrence of the Borrower dated the Closing Date to such effect, signed by a Responsible Officer of the Borrower.2018 Term Loans; (ce) The the Administrative Agent shall have received a solvency certificate of each executed by the chief financial officer or similar officer, director, manager or authorized signatory of the GCI Parties, dated Parent Borrower (after giving effect to the Closing Date, substantially in repayment of the form 2017 Term Loans and the funding of Annex B hereto with appropriate insertions, executed by any officer (including the Secretary or any Assistant Secretary) of each such GCI Party.2018 Term Loans to the Borrowers); (df) 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 an opinion 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 Xxxxxxx Xxxxxxx & Xxxxxx L.L.C., special counsel to the Borrower, (ii) the legal opinion of Stoel Rives Xxxxxxxx LLP, special Alaska New York, Delaware, Texas and California counsel to the Loan Parties, and (iiiii) the legal opinion of the Borrower by Xxxx XxxxxxxXxxxxxx Xxxxx Xxxxxxxxx XXX, special internal Alaska regulatory Xxxxxx Xxxxxxx counsel to the GCI Parties, Administrative Agent and Xxxxxxxxxxx Xxxxxxx, special internal federal regulatory counsel to the GCI Parties, in each case, dated the Closing Date2018 Term 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 ; (g) subject to deliver such opinions.Section 6 of this Amendment, all 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 (subject to Liens permitted under Section 7.02 of the Credit Agreement) in the Collateral to secure the 2018 Term Loans shall have been taken or executed and delivered (including, if so requested, deeds of confirmation, amendments and/or supplements to Collateral Documents); (h) The LC Exposure shall not exceed $25,000,000. (i) The Borrower the Administrative Agent and its affiliates shall have paid received from the Borrowers (ior shall be satisfied that it will receive substantially concurrently with the effectiveness of this Amendment) immediately available funds in an amount sufficient to consummate the Loan Repayment and pay all accrued and unpaid interest on the Existing Term Loans, the Revolving Loans and the Swingline Loans, (ii) all accrued and unpaid commitment other fees and letter of credit participation fees under reimburse all expenses separately agreed in writing by the Borrowers and any 2018 Term Lender or required by Section 3.3 10.04 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 Agreement or by any other Loan Document to be in form and substance acceptable to paid by 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 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); (i) the representations and warranties set forth in Section 4 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 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 a certification by a Responsible Officer of an amount equal to each Borrower that the outstanding principal condition specified in this clause (i) have been satisfied); and (j) substantially concurrently with the effectiveness 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 foregoingthis Amendment, the amendments effected hereby 2018 Term Loans 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, 2018made.

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 written opinions (addressed to the Administrative Agent, the Collateral Agent and the Second Additional Term A Lenders and dated the Second Incremental Amendment Effective Date) of (i) Xxxxxx & Xxxxxxx LLP, special New York counsel for the Loan Parties, (ii) Xxxxxx and Calder, 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 certificate copy of (i) each Organizational Document of each Borrower Party and Holdings certified, to the extent applicable, as of a recent date by the applicable Governmental Authority; provided that such 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 in connection with the Credit Agreement remain in full force and effect and have not been amended, modified, revoked or rescinded since the date of delivery, (ii) signature and incumbency certificates of the GCI PartiesResponsible Officers of each Borrower Party and 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 delivery, dated (iii) resolutions of the Closing DateBoard of Directors and/or similar governing bodies of each Borrower Party and Holdings approving and authorizing the execution, substantially 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 form of Annex B hereto with appropriate insertions, executed by any officer (including applicable jurisdiction) from the Secretary or any Assistant Secretary) applicable Governmental Authority of each such GCI PartyBorrower Party and Holdings’ jurisdiction of incorporation, organization or formation. (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”). (ev) The Administrative Agent shall have received a certificate Borrowing Request in accordance with the requirements set forth in Section 2.03 of the Senior Vice President/Finance of Credit Agreement requesting that the Borrower, dated Second Additional Term A Lenders make the Closing Date, in form and substance satisfactory Second Additional Term A Loans to the Administrative Agent, certifying as to Borrower Parties on the pro forma compliance by Second Incremental Amendment Effective Date. (vi) Each Loan Party shall have entered into the Borrower with the Financial Covenants under, and after giving effect to, the Contribution and the Sixth Amended and Restated Credit August 2016 Reaffirmation Agreement. (fvii) The Administrative Agent shall have received the Consent Fee on behalf a completed “Life-of- Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Property, and, if any part of each Amendment Lender. (g) The Administrative Agent shall have received the following executed legal opinions: such Mortgaged Property is located in a special flood hazard area, (i) the legal opinion of Xxxxxxx & Xxxxxx L.L.C., a notice about special counsel to flood hazard area status and flood disaster assistance duly executed by the Borrower, and (ii) certificates of insurance evidencing the legal opinion of Stoel Rives LLP, special Alaska counsel to the Loan Parties, and (iiiinsurance required by Section 5.07(b) the legal opinion of the Borrower by Xxxx Xxxxxxx, special internal Alaska regulatory counsel to the GCI Parties, and Xxxxxxxxxxx Xxxxxxx, 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. (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 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 Second 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 Second Amendment Effective Date; and (b) (i) approximately 71% of the Capital Stock in Gateway Energy & Coke Company, LLC shall have been contributed to the MLP and (ii) no Default the MLP shall or would exist, have assumed approximately $135,000,000 of the Senior Notes pursuant to an Assumption Agreement in form and (iii) substance reasonably acceptable to 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.Agent; (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 Xxxxxxx & Xxxxxx 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 Xxxx Xxxxxxx, special internal Alaska regulatory counsel to the GCI Parties, and Xxxxxxxxxxx Xxxxxxx, 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 Second 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 “Second 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 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 counterparts of this Amendment, and (iv) duly executed by the Borrower, if requested by an Amendment Lender that the Loans made by such Lender be evidenced MLP, the Administrative Agent and Required Lenders; and (ii) a certificate signed by a NoteResponsible Officer of each Loan Party certifying that, 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 to this Amendment: (iA) 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 (other than the representation and warranty contained in Section 5.06(b) of the Credit Agreement) are true and correct in all material respects; provided thatrespects on and as of the Amendment Effective Date as if made on and as of such date, except that (x) the representations and warranties contained in Section 5.06(a) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished to the Administrative Agent pursuant to Section 6.01 of the Credit Agreement, (y) to the extent that any such representations and warranties specifically refer relate, by their terms, to an earlier a specific date, they such representations and warranties shall be true and correct in all material respects on and as of such earlier specific date; provided further that , and (z) to the extent any representation such representations and warranty that is warranties are qualified as to “by materiality,” “Material Adverse Effect” or similar language , such representations and warranties shall be true and correct in all respects, ; and (iiB) no Default shall or would exist, Event of Default has occurred and (iii) is continuing on 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 BorrowerAmendment Effective Date. (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 Xxxxxxx & Xxxxxx 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 Xxxx Xxxxxxx, special internal Alaska regulatory counsel to the GCI Parties, and Xxxxxxxxxxx Xxxxxxx, 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. (ib) The Borrower shall have paid (i) all accrued fees, charges and unpaid interest on the Existing Term Loans, the Revolving Loans and the Swingline Loans, (ii) all accrued 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 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 date upon which the Amendment shall be effective (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent and counsel for the Arrangers. (l) Without duplication Agent). The date on which such conditions have been satisfied or waived in accordance with Section 10.01 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 is referred to Section 3.6 of herein as the Credit Agreement)“Amendment Effective Date”. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date 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 shall not have been satisfied at or prior to 5:00 p.m., New York City time, on December 31, 2018.