TAX SHARING AGREEMENT BETWEEN LIBERTY INTERACTIVE CORPORATION AND GCI LIBERTY, INC.Tax Sharing Agreement • August 1st, 2017 • General Communication Inc • Telephone communications (no radiotelephone) • Delaware
THIS TAX SHARING AGREEMENT (this “Agreement”) is entered into as of [_____], between Liberty Interactive Corporation, a Delaware corporation (“Distributing”), and GCI Liberty, Inc.,(1) an Alaska corporation (“Splitco”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of this Agreement.
AIRCRAFT TIME SHARING AGREEMENTAircraft Time Sharing Agreement • August 1st, 2017 • General Communication Inc • Telephone communications (no radiotelephone) • Colorado
This Aircraft Time Sharing Agreement (“Agreement”) is entered into as of the [__] day of [__] (“Effective Date”), by and between Liberty Media Corporation, with an address of 12300 Liberty Boulevard, Englewood, Colorado 80112 (“Lessor”), and GCI Liberty, Inc., with an address of 12300 Liberty Boulevard, Englewood, Colorado 80112 (“Lessee”).
LIBERTY PROPERTY HOLDINGS, INC. 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112Facilities Sharing Agreement • August 1st, 2017 • General Communication Inc • Telephone communications (no radiotelephone) • Colorado
Liberty Interactive Corporation, a Delaware corporation (“LIC”), has effected, or will shortly effect, among other things, the split-off (the “Split-Off”) of GCI Liberty, Inc., an Alaska corporation and subsidiary of LIC as of the date hereof (including its successor, “Splitco”), by means of the redemption of all of the issued and outstanding shares of LIC’s Liberty Ventures common stock, in exchange for all of the issued and outstanding shares of Splitco common stock owned by LIC. To that end, LIC, Splitco, and Liberty Interactive LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of LIC (“Liberty LLC”) have entered into an Agreement and Plan of Reorganization, dated as of April 4, 2017 (the “Reorganization Agreement”), pursuant to which, among other things, various assets and businesses of LIC and its subsidiaries have been, or will be, transferred to Splitco and its subsidiaries.
FORM OF SERVICES AGREEMENTServices Agreement • August 1st, 2017 • General Communication Inc • Telephone communications (no radiotelephone) • Colorado
SERVICES AGREEMENT (this “Agreement”), dated as of [__], 2017, by and between Liberty Media Corporation, a Delaware corporation (the “Provider”), and GCI Liberty, Inc., an Alaska corporation (including its successor, “Splitco”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 1st, 2017 • General Communication Inc • Telephone communications (no radiotelephone) • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of [_______], 2017, is entered into by and among LIBERTY INTERACTIVE CORPORATION, a Delaware corporation (“LIC”), LIBERTY INTERACTIVE LLC, a Delaware limited liability company (“Liberty LLC”), GENERAL COMMUNICATION, INC.,(1) an Alaska corporation (including any successor thereto, the “Company”), LV BRIDGE, LLC, a Delaware limited liability company (“LV Bridge”) and, solely for purposes of Article II hereof, [U.S. Bank], as trustee. Capitalized terms used herein have the meanings ascribed thereto in Section 6.1.
