FORM OF MARGIN LOAN AGREEMENT Dated as of December 29, 2017 among BROADBAND HOLDCO, LLC, as Borrower VARIOUS LENDERS,Margin Loan Agreement • March 14th, 2018 • Gci Liberty, Inc. • Telephone communications (no radiotelephone) • New York
This MARGIN LOAN AGREEMENT (as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of December 29, 2017 by and among BROADBAND HOLDCO, LLC, a Delaware limited liability company, as the Borrower (the “Borrower”), JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as Calculation Agent (in such capacity, together with its successors and assigns in such capacity, the “Calculation Agent”), JPMORGAN CHASE BANK, N.A., LONDON BRANCH, as Administrative Agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and the Lenders (as defined below) from time to time party hereto.
AIRCRAFT TIME SHARING AGREEMENTAircraft Time Sharing Agreement • March 14th, 2018 • Gci Liberty, Inc. • Telephone communications (no radiotelephone) • Colorado
This Aircraft Time Sharing Agreement (“Agreement”) is entered into as of the 9th day of March, 2018 (“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”).
TAX SHARING AGREEMENT BETWEEN LIBERTY INTERACTIVE CORPORATION AND GCI LIBERTY, INC.Tax Sharing Agreement • March 14th, 2018 • Gci Liberty, Inc. • Telephone communications (no radiotelephone) • Delaware
THIS TAX SHARING AGREEMENT (this “Agreement”) is entered into as of March 9, 2018, between Liberty Interactive Corporation, a Delaware corporation (“Distributing”), and GCI Liberty, Inc., an Alaska corporation (“Splitco”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of this Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 14th, 2018 • Gci Liberty, Inc. • Telephone communications (no radiotelephone) • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of March 9, 2018, is entered into by and among LIBERTY INTERACTIVE CORPORATION, a Delaware corporation (“LIC”), LIBERTY INTERACTIVE LLC, a Delaware limited liability company (“Liberty LLC”), GCI LIBERTY, INC., an Alaska corporation (including any successor thereto, the “Company”), and LV BRIDGE, LLC, a Delaware limited liability company (“LV Bridge”). Capitalized terms used herein have the meanings ascribed thereto in Section 6.1.
AIRCRAFT TIME SHARING AGREEMENTAircraft Time Sharing Agreement • March 14th, 2018 • Gci Liberty, Inc. • Telephone communications (no radiotelephone) • Colorado
This Aircraft Time Sharing Agreement (“Agreement”) is effective as of the 9th day of March, 2018 (“Effective Date”), by and among Liberty Citation, Inc., with an address of 12300 Liberty Boulevard, Englewood, Colorado 80112 (“Owner”), Liberty Denver Arena LLC, with an address of 12300 Liberty Boulevard, Englewood, Colorado 80112 (the “Sublessor”), and GCI Liberty, Inc., with an address of 12300 Liberty Boulevard, Englewood, Colorado 80112 (“Lessee”).
LIBERTY PROPERTY HOLDINGS, INC. 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112Reorganization Agreement • March 14th, 2018 • Gci Liberty, 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, as amended by Amendment No. 1 to Reorganization Agreement, dated as of July 19, 2017, and Amendment No. 2 to Reorganization Agreement, dated as of November 8, 2017 (the “Reorganization Agreement”), pursuant to which, among other things, various assets and businesses of LIC
SERVICES AGREEMENTServices Agreement • March 14th, 2018 • Gci Liberty, Inc. • Telephone communications (no radiotelephone) • Colorado
SERVICES AGREEMENT (this “Agreement”), dated as of March 9, 2018, by and between Liberty Media Corporation, a Delaware corporation (the “Provider”), and GCI Liberty, Inc., an Alaska corporation (including its successor, “Splitco”).
