Credit Agreement – Unicom Inc. (General Communication Inc.)

CREDIT AGREEMENT

by and between

	UNICOM, INC.
	as Borrower

and

NORTHERN DEVELOPMENT FUND VIII, LLC

as Lender

and

	TRAVOIS NEW MARKETS PROJECT CDE X, LLC
	as Lender

and

WAVELAND SUB CDE XVI, LLC

as Lender

and

ALASKA GROWTH CAPITAL BIDCO, INC.

as Disbursing Agent

Dated as of August 30, 2011

ARTICLE I

GENERAL TERMS

Section 1.01.	Terms Defined Above	3
Section 1.02.	Certain Definitions	3

Section 1.03.

Accounting Terms

ARTICLE II

THE CREDIT

Section 2.01.	Loan	12
Section 2.02.	Disbursement Account	12

Section 2.03.	Use of Proceeds	13
Section 2.04.	Business Days	13

Section 2.05.

Method of Payment

ARTICLE III

SECURITY FOR THE INDEBTEDNESS

Section 3.01.

Security

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.01.	Borrower153s Existence, Power and Authorization	14
Section 4.02.	No Legal Bar or Resultant Lien	14

Section 4.03.	Financial Condition; Solvency; Other Information	14
Section 4.04.	Taxes and Governmental Charges	15

Section 4.05.	Defaults	15
Section 4.06.	Compliance With the Law	15

Section 4.07.	ERISA	15
Section 4.08.	Title to Property	15

Section 4.09.	Environmental Matters	15
Section 4.10.	Governmental Requirements	16

Section 4.11.	Anti-Terrorism Laws.	16
Section 4.12.	New Markets Tax Credit Program Representations and Warranties and Covenants	17

Section 4.13.

Litigation

ARTICLE V

AFFIRMATIVE COVENANTS

Section 5.01.	Performance of Obligations	21
Section 5.02.	Financial Statements and Reports; Tax Returns	21

Section 5.03.	Taxes and Other Liens	22
Section 5.04.	Maintenance of Borrower153s Existence; Ownership.	22

Section 5.05.	Further Assurances	22
Section 5.06.	Reimbursement of Expenses	23

Section 5.07.	Insurance	24
Section 5.08.	Accounts and Records	24

Section 5.09.	Right of Inspection	25
Section 5.10.	Notice of Certain Events.	25

Section 5.11.	ERISA Compliance	25
Section 5.12.	Indemnification	25

Section 5.13.	Compliance With Laws and Covenants.	26
Section 5.14.	Environmental Compliance and Indemnity	27

Section 5.15.	Construction Covenants	28
Section 5.16.	Appraisal	30

Section 5.17.	Accounts	30
Section 5.18.	New Markets Tax Credit Program Affirmative Covenants	30

ARTICLE VI

NEGATIVE COVENANTS

Section 6.01.	Debts, Guaranties and Other Obligations	35
Section 6.02.	Liens	35

Section 6.03.	Reserved	35
Section 6.04.	Merger and Sale of Property	35

Section 6.05.	ERISA Compliance	35
Section 6.06.	Change of Control	36

ARTICLE VII

CONDITIONS OF LENDING

Section 7.01.	Conditions of Loan Advance	36
Section 7.02.	Disbursements	37

Section 7.03	Limitations of Obligations and Liability	37
Section 7.04	No Liability for Liens	38

Section 7.05

No Representations

ARTICLE VIII

DEFAULT

Section 8.01.	Events of Default	38
Section 8.02.	Remedies	40

ARTICLE IX

MISCELLANEOUS

Section 9.01.	Notices	41
Section 9.02.	Entire Agreement.	43

Section 9.03.	Renewal, Extension or Rearrangement	43
Section 9.04.	Amendment	43

Section 9.05.	Invalidity	43
Section 9.06.	Survival of Agreements	43

Section 9.07.	Waivers	43
Section 9.08.	Cumulative Rights	43

Section 9.09.	Time of the Essence	43
Section 9.10.	Successors and Assigns; Participants	44

Section 9.11.	Relationship Between the Parties	45
Section 9.12.	Third-Party Beneficiaries	45

Section 9.13.	[Reserved]	45
Section 9.14.	Titles of Articles, Sections and Subsections	45

Section 9.15.	Singular and Plural	45
Section 9.16.	Governing Law	46

Section 9.17.	Counterparts	46
Section 9.18.	Waiver Of Jury Trial; Submission To Jurisdiction	46

Section 9.19.

Publication

EXHIBIT A ALTERNATIVE QUALIFIED PROJECTS

EXHIBIT B CONSTRUCTION SCHEDULE

EXHIBIT C PROJECT SITE MAP

EXHIBIT D PROJECT BUDGET

EXHIBIT E DEBARMENT CERTIFICATE

EXHIBIT F COMPLIANCE CERTIFICATE

EXHIBIT G INSURANCE REQUIREMENTS

EXHIBIT H QALICB CERTIFICATION

APPENDIX I DISBURSEMENTS

SCHEDULE I DEBT OF BORROWER

CREDIT AGREEMENT

THIS CREDIT AGREEMENT (together with all addenda, exhibits
and schedules attached hereto, as originally executed and as hereafter amended
or restated from time-to-time in writing, this “Agreement“), dated as
of August 30, 2011, is made by and between UNICOM, INC., an
Alaska corporation (“Borrower“), NORTHERN DEVELOPMENT FUND
VIII, LLC, an Alaska limited liability company (“NDF VIII“),
TRAVOIS NEW MARKETS PROJECT CDE X, LLC, a Delaware limited
liability company (“TNM X“), and WAVELAND SUB CDE XVI,
LLC, a Colorado limited liability company (“Waveland
XVI,” NDF VIII, and TNM X, each a
“Lender” and collectively referred to as the “Lenders“), and
ALASKA GROWTH CAPITAL BIDCO, INC., an Alaska corporation, as
the Disbursing Agent, who agree as follows.

WITNESSETH:

WHEREAS, Borrower currently engages in the business of providing terrestrial
broadband services to rural communities in Alaska (the “Business”), and intends
to construct and lease to Borrower Affiliates a high capacity terrestrial
microwave network connecting the village of Grayling to Shaktoolik (“Phase
I“) and from Shaktoolik to Nome (“Phase II“) in order to provide
long-term affordable broadband internet services in rural Northwestern Alaska
communities (Phase I and Phase II are referred to herein as the
“Project“); and

WHEREAS, the Borrower is expected to constitute a “qualified active low
income community business” (as that term is defined in Section 45D of the
Internal Revenue Code of 1986, as amended (the “Code“)) (a
“QALICB“); and

WHEREAS, U.S. Bancorp Community Development Corporation, a Minnesota
corporation (the “Investor“) has made or will make a net equity
investment of approximately $22,429,890 in Terra GCI Investment Fund, LLC, a
Missouri limited liability company (the “Fund“); and

WHEREAS, GCI Inc., an Alaska corporation intends to make a loan of
approximately $58,274,410 to the Fund (in such capacity, the “Fund
Lender“); and

WHEREAS, Alaska Growth Capital BIDCO, Inc., an Alaska corporation (the
“NDF Allocatee“), received a $50,000,000 “NMTC Allocation” (the
“NDF NMTC Allocation“) pursuant to that certain New Markets Tax Credit
Program Allocation Agreement, effective as of December 8, 2009, as amended, by
and among the NDF Allocatee, NDF VIII, certain other subsidiary allocatees of
the NDF Allocatee, and the CDFI Fund (the “NDF Allocation Agreement“);
and

WHEREAS, the NDF Allocatee has suballocated the aggregate amount of
$31,134,300 of the NDF NMTC Allocation to NDF VIII; and

WHEREAS, Travois New Markets, LLC, a Missouri limited liability company (the
“TNM Allocatee“), received an $80,000,000 “NMTC Allocation” (the
“TNM NMTC Allocation“) pursuant to that certain New Markets Tax Credit
Program Allocation Agreement, effective as of November 24, 2009, as amended, by
and among the TNM Allocatee, TNM X, certain other subsidiary allocatees of the
TNM Allocatee, and the CDFI Fund (the “TNM Allocation Agreement“); and

WHEREAS, the TNM Allocatee has suballocated $23,650,000 of the TNM NMTC
Allocation to TNM X; and

WHEREAS, Waveland Community Development, LLC, a Colorado limited liability
company (the “Waveland Allocatee“), received a $100,000,000 “NMTC
Allocation” (the “Waveland NMTC Allocation“) pursuant to that certain
New Markets Tax Credit Program Allocation Agreement, effective as of November
30, 2009, as amended, by and among the Waveland Allocatee, Waveland XVI, certain
other subsidiary allocatees of the Waveland Allocatee, and the CDFI Fund (the
“Waveland Allocation Agreement“); and

WHEREAS, the Waveland Allocatee has suballocated $24,000,000 of the Waveland
NMTC Allocation to Waveland XVI; and

WHEREAS, the Fund will make equity investments in the aggregate amount of
$78,784,300 in the Lenders, which investments are each expected to constitute a
“qualified equity investment” under Section 45D(b) of the Code (collectively
referred to as the “Fund QEI“); and

WHEREAS, the proceeds of the Fund QEI will be used by the Lenders to pay
certain fees, and to make the following loans (collectively, the
“Loans“):

(a)	by NDF VIII, in the amount of up to $22,270,365 to Borrower (the “NDF VIII CDE A Loan“); and
(b)	by NDF VIII, in the amount of up to $7,307,220 to Borrower (the “NDF VIII CDE B Loan“); and

(c)	by TNM X, in the amount of up to $16,916,845 to Borrower (the “TNM X CDE A Loan“); and
(d)	by TNM X, in the amount of up to $6,260,155 to Borrower (the “TNM X CDE B Loan“); and

(e)	by Waveland XVI, in the amount of up to $19,087,200 to Borrower (the “Waveland XVI CDE A Loan“); and
(f)	by Waveland XVI, in the amount of up to $4,912,800 to Borrower (the “Waveland XVI CDE B Loan“); and

WHEREAS, Lenders have agreed to make the Loans to Borrower upon and subject
to all of the terms, conditions, covenants and agreements of this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

ARTICLE I

GENERAL TERMS

Section 1.01. Terms Defined Above. As used
in this Agreement, the terms “Agreement,” “Borrower,” “NDF VIII,” “TNM X,”
“Waveland XVI,” “Lender” and “Lenders” will have the meanings indicated in the
preamble above.

Section 1.02. Certain Definitions. As used
in this Agreement, the following terms will have the meanings indicated, unless
the context otherwise requires:

“Affiliate(s)” means, with respect to a Person, any entity which,
directly or indirectly, controls or is controlled by or is under common control
with, such Person.

“Allocatee” means collectively the NDF Allocatee, TNM Allocatee, and
the Waveland Allocatee.

“Allocation Agreement” means collectively, the NDF Allocation
Agreement, the TNM Allocation Agreement, and the Waveland Allocation Agreement.

“Alternative Qualified Projects” means those certain projects
described on Exhibit A attached to this Agreement, or such other projects
as Lenders may approve in their discretion to be treated as Alternative
Qualified Projects, which the Borrower may undertake in the event the Project is
delayed or discontinued, as provided in Section 5.15(b) of this Agreement.

“Anti-Terrorism Laws” has the meaning set forth in Section 4.11.

“Applicable Environmental Laws” has the meaning set forth in Section
4.09.

“Average Value” means the cost basis of Borrower153s owned property
and the reasonable value of its leased property.

“Bank Account Pledge Agreement” means that certain Bank Account
Pledge Agreement between Lenders and Borrower dated of even date herewith.

“Business” has the meaning set forth in the Recitals.

“Business Day” means a day other than a Saturday, Sunday or legal
holiday for commercial banks in Alaska.

“CDFI Fund” means the Community Development Financial Institutions
Fund of the United States Department of Treasury, or any successor agency
charged with oversight responsibility for the New Markets Tax Credit Program.

“CERCLA” has the meaning set forth in Section 4.09.

“Change of Control“: any transfer of the beneficial ownership,
directly or indirectly, of Capital Stock of the Borrower representing more than
50% of the voting power of the total outstanding Capital Stock of the Borrower,
excluding any (i) sales or issuance of any Capital Stock that is publicly
traded, (ii) transfers between or among GCI and its Affiliates, and (iii)
mergers, consolidations, or other transactions involving all or substantially
all of GCI and its Affiliates. “Capital Stock” means any and all shares,
interests, participations or other equivalents (however designated) of capital
stock of a corporation, any and all similar ownership interests in a Person
(other than a corporation) and any and all warrants, rights or options to
purchase any of the foregoing.

“Closing Date” means the date of this Agreement.

“Closing Dividend” has the meaning set forth in Section 2.03.

“Closing Memorandum” means that certain Flow of Funds Memorandum
among the Lenders, the Borrower, the Fund, the Allocatee, the Investor and the
Fund Lender dated as of the date hereof.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means all of Borrower153s right, title and interest in
the Disbursement Account.

“Collateral Documents” means, collectively, the Bank Account Pledge
Agreement, and Pledged Account Control Agreement, and such other documents
between the Borrower and the Lenders with respect to the Collateral.

“Collectibles” means as defined in Section 408(m) of the Code, (a)
any work of art; (b) any rug or antique; (c) any metal or gem; (d) any stamp or
coin; (e) any alcoholic beverage; or (f) any other tangible personal property
specified by the IRS as collectibles, other than collectibles that are held
primarily for sale to customers in the ordinary course of business. Certain
coins and bullion are not Collectibles as provided in Section 408(m)(3) of the
Code.

“Completion Guaranty” means that certain Completion Guaranty made by
GCI Holdings for the benefit of Lenders dated as of the date hereof, together
with any amendments, modifications, supplements, or restatements thereof.

“Completion” or “Completion of the Project” has the meaning
set forth in Section 5.15(a) hereof.

“Compliance Period” shall mean the period beginning on the date
hereof and ending on the date preceding the seventh anniversary of the last date
the Fund makes a QEI in any of the Lenders, and no later than the seventh
anniversary of the advance of the Loans to the Borrower.

“Construction Contracts” shall mean, collectively, all construction
contracts related to the construction of the Improvements, and the acquisition
and installation of all equipment and other Property required for the Project
between the Contractors and Borrower, including all amendments, modifications,
restatements and supplements thereof and thereto.

“Construction Documents” means, collectively, the Construction
Contracts, the Plans and Specifications, the Engineering Documents, all
warranties and undertakings under the Construction Contracts, and all permits
and licenses used in connection with the development of the Project.

“Construction Inspector” means Meridian Management, or such other
construction inspector, to be engaged by the Disbursing Agent with respect to
the construction of the Improvements, and the acquisition and installation of
all equipment and other Property required for the Project, with the consent of
the Lenders.

“Construction Manager” means UUI.

“Construction Schedule” means the schedule for permitting, site
acquisition, component fabrication and purchase, construction of the
Improvements, and acquisition and installation of all equipment and other
Property required for the Project attached hereto as Exhibit B.

“Contractors” means collectively, the Construction Manager,
construction contractors, transportation companies (sea lift, air freight, and
helicopter lift), design consultants, project management contractors, and all
other contractors that are parties to the Construction Contracts.

“DCCED Grant” means the $5,315,000 grant to be provided pursuant to
the DCEED Grant Agreement to be used to finance a portion of the Project.

“DCCED Grant Agreement” means the Rural Alaska Broadband Internet
Access Grant Agreement between GCI Communication Corp., the Borrower and the
Department of Commerce, Community & Economic Development, Regulatory
Commission of the State of Alaska, dated August 1, 2011, together with all
exhibits, addendum, supplements, amendments, modifications and restatements
thereof and thereto.

“Debt” will mean any and all amounts owing from time-to-time by
Borrower to any Person, including any of the Lenders, direct or indirect,
liquidated or contingent, now existing or hereafter arising under, (a)
indebtedness for borrowed money; (b) unfunded portions of commitments for money
to be borrowed by the Borrower; (c) the amounts of all standby and commercial
letters of credit and bankers acceptances, matured or unmatured, issued on
behalf of Borrower; and (d) guaranties by the Borrower of the obligations of any
other Person described in clauses (a) through (c) above, whether direct or
indirect, whether by agreement to purchase the obligations of any other Person
or by agreement for the furnishing of funds to any other Person through the
purchase or lease of goods, supplies or services (or by way of stock purchase,
capital contribution, advance or loan) for the purpose of paying or discharging
the obligations of any other Person, or otherwise.

“Default” means the occurrence of any of the events specified in
Article VIII hereof, whether or not any requirement for notice or lapse of time
or other condition precedent has been satisfied.

“Disbursement Account” means the account established in the
Borrower153s name and held by U.S. Bank, which account shall be funded at closing
by the advance of the Loan proceeds to Borrower in accordance with Section 2.02
hereof, and pledged to Lenders as security for the Loan.

“Disbursing Agent” means the NDF Allocatee, in its capacity as the
disbursing agent pursuant to this Agreement, and its successors and assigns.

“Engineering Documents” means, collectively, all agreements between
Borrower and Inspecting Engineer, all agreements between Borrower and any
structural or civil engineer with respect to the Improvements, all agreements
between Borrower and any mechanical/electrical engineer with respect to the
Improvements, equipment and other Property required for the Project, and all
agreements between Borrower and any soil engineer or environmental consultant
with respect to the Project.

“ERISA” means the Employee Retirement Income Security Act of 1974,
as amended, and the regulations promulgated thereunder from time-to-time.

“Event of Default” means the occurrence of any of the events
specified in Article VIII hereof; provided that any requirement for notice or
lapse of time or any other condition precedent has been satisfied.

“Executive Order” has the meaning set forth in Section 4.11.

“Financial Projections” means the financial projections prepared by
Novogradac & Company LLP with respect to the Loans dated August 30, 2011, as
amended from time to time.

“Fund” has the meaning given in the Recitals.

“Fund Lender” has the meaning given in the Recitals.

“Fund QEI” has the meaning set forth in the Recitals.

“GCI” means General Communication, Inc., an Alaska corporation.

“GCI Holdings” means GCI Holdings, Inc., an Alaska corporation.

“Governmental Authority(ies)” means (a) any federal, state, county
or municipal government, or any political subdivision thereof; (b) any
governmental or quasi-governmental agency, authority, board, department,
commission, instrumentality or public body; or (c) any court, administrative
tribunal or public utility.

“Guarantor” means (i) GCI, in its capacity as guarantor of
Borrower153s obligations pursuant to the Payment Guaranty; and (ii) GCI Holdings,
in its capacity as guarantor of Borrower’s obligations pursuant to the
Completion Guaranty.

“Guaranty Agreements” means collectively the Payment Guaranty and
the Completion Guaranty.

“Improvements” means the improvements to be constructed on the Land
in connection with the Project. The expected locations of the Improvements are
as set forth on Exhibit C attached hereto.

“Indebtedness” means, collectively, all of Borrower153s obligations
under the Notes (including, without limitation, all unpaid principal of and
accrued and unpaid interest and premiums, if any, on the Notes); all accrued and
unpaid fees and all indebtedness, expenses, reimbursements and indemnities of
Borrower to Lenders or any indemnified party under the Loan Documents; and any
and all other present and future loans, extensions of credit, liabilities and/or
obligations of every nature and kind whatsoever that Borrower may now and in the
future owe to or incur in favor of Lenders, pursuant to the Loan Documents,
whether direct or indirect, or by way of assignment, and whether related or
unrelated, committed or purely discretionary, absolute or contingent, voluntary
or involuntary, determined or undetermined, liquidated or unliquidated, due or
to become due, together with interest, costs, expenses, attorneys153 fees and
other fees and charges owed by the Borrower under the Loan Documents.

“Inspecting Engineer” means Meridian Management, or its successor,
in its capacity as the inspecting engineer for the Borrower.

“Intercreditor Agreement” means that certain Intercreditor Agreement
among the Lenders dated as of the date hereof, as it may be amended,
supplemented or restated from time to time.

“Investor” has the meaning set forth in the Recitals.

“IRS” means the Internal Revenue Service, or any successor thereto.

“Land” means those certain tracts of land owned, or to be leased,
licensed or otherwise acquired by Borrower, on which the Improvements are or
will be located, and on which the Business or the Project will be located.

“Lead CDE” means Waveland XVI, in its capacity as the Lead CDE
pursuant to the Intercreditor Agreement, and its successors and assigns.

“Leases” means collectively, (i) the Lease Agreement between GCI and
the Borrower with respect to the Business dated as of the Closing Date, or any
replacement lease in substantially the same form between the Borrower and an
Affiliate, and (ii) the Lease Agreement between the Borrower and UUI, or another
Borrower Affiliate, with respect to the Project in substantially the form
provided to the Lenders on the Closing Date, each as may be amended, modified,
restated or supplemented from time to time.

“Lien” means, as applied to the property of any Person, any interest
in such property securing an obligation owed by, or a claim made against, the
Person, whether such interest is based on jurisprudence, statute or contract,
and including but not limited to (a) the lien or security interest arising from
a mortgage, encumbrance, pledge, security agreement, conditional sale or trust
receipt or a lease, consignment or bailment for security purposes; (b) any
arrangement, express or implied, under which any property of such Person is
transferred, sequestered or otherwise identified for the purpose of subjecting
the same to the payment of any Debt or the performance of any other obligation
in priority to the payment of the general unsecured creditors of such Person; or
(c) any agreement to permit, any financing statement to be filed against such
Person under the Uniform Commercial Code of any Governmental Authority or its
equivalent in any jurisdiction.

“Loan Documents” means this Agreement, including all exhibits
hereto, the Notes, the Collateral Documents, the Guaranty Agreements, the
Intercreditor Agreement, and all other instruments and documents, now existing
or hereafter existing, executed by Borrower or Guarantor, as applicable, in
connection with the Loans, as amended or restated from time-to-time.

“Loans” means, collectively, the NDF VIII CDE A Loan, NDF VIII CDE B
Loan, TNM X CDE A Loan, TNM X CDE B Loan, Waveland XVI CDE A Loan, and the
Waveland XVI CDE B Loan.

“Low-Income Community” means any “low-income community” as defined
in Section 45D(e) of the Code and the Treasury Regulations.

“Material Adverse Effect” means (a) with respect to any Person, a
material adverse effect upon such Person153s business, assets, condition
(financial or otherwise), results of operations or business prospects; and (b)
with respect to Borrower, a material adverse effect upon Borrower153s ability to
perform its obligations under the Loan Documents or upon the enforceability of
such obligations against Borrower, other than as a result of the payment of the
Closing Dividend.

“NDF Allocatee” has the meaning given in the Recitals.

“NDF Allocation Agreement” has the meaning given in the Recitals.

“NDF VIII CDE A Loan” and “NDF VIII CDE B Loan”
shall each have the meaning given in the Recitals.

“NDF NMTC Allocation” has the meaning given in the Recitals.

“New Markets Tax Credit” means the “new markets tax credit” allowed
pursuant to Section 45D of the Code.

“New Markets Tax Credit Program” means the program of the IRS and
the CDFI Fund, related to the tax credits allowed pursuant to Section 45D of the
Code.

“NMTC Allocation” means collectively the NDF NMTC Allocation, TNM
NMTC Allocation and the Waveland NMTC Allocation.

“NMTC Control” shall mean “control” as defined in Treas. Reg.
Section 1.45D-1(d)(6)(ii)(B) as direct or indirect ownership (based on value) or
control (based on voting or management rights) of more than fifty percent (50%)
of the entity. For purposes of this definition, the term management rights means
the power to influence the management policies or investment decisions of the
entity.

“NMTC Law” means the New Markets Tax Credit Program requirements
pursuant to Section 45D of the Code, the Treasury Regulations thereunder and
official interpretations thereof, the Allocation Agreement, and the requirements
of the CDFI Fund, all as they may be amended and supplemented from time to
time.”

“Nonqualified Financial Property” means debt, stock, partnership
interests, options, futures contracts, forward contracts, warrants, notional
principal contracts, annuities, and other similar property as described in
Treas. Reg. Section 1.45D-1(d)(4)(i)(E) and excludes reasonable amounts of
working capital held in cash, cash equivalents or debt instruments with a term
of 18 months or less, or accounts or notes receivable acquired in the ordinary
course of trade or business for services rendered or from the sale of property.

“Note” or “Notes” means the promissory notes with respect
to each of the Loans, as defined in Section 2.01, together with any amendments,
modifications, supplements, restatements, refinancings, substitutions or
renewals thereto or thereof.

“Payment Guaranty” means that certain Payment Guaranty made by GCI
for the benefit of Lenders dated as of the date hereof, together with any
amendments, modifications, supplements, or restatements thereof.

“Permitted Liens” means Liens imposed by law for taxes that are not
yet due or are being contested in compliance with Section 5.03, Liens in favor
of the Lenders with respect to the Collateral, Liens in favor of U.S. Bank and
its affiliates with respect to the Collateral, and judgment and attachment Liens
in respect of judgments that do not constitute an Event of Default under Section
8.01(h).

“Person” means any individual, corporation, partnership, limited
liability company, joint venture, association, joint stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof, or any other form of entity.

“Permitted Assignee” has the meaning set forth in Section 9.10(b).

“Phase I” has the meaning set forth in the Recitals.

“Phase II” has the meaning set forth in the Recitals.

“Plan” means any plan subject to Title IV of ERISA and maintained by
Borrower, or any such plan to which Borrower is required to contribute on behalf
of its employees, if any.

“Plans and Specifications” shall mean those plans and specifications
for the construction of the Improvements and the acquisition and installation of
equipment and other Property required for the Project to be submitted to
Lenders, upon request, including, without limitation, specifications for
materials, and all amendments and modifications thereof.

“Pledged Account Control Agreement” means that certain Pledged
Account Control Agreement among Lenders, Borrower and U.S. Bank dated of even
date herewith.

“Project” has the meaning set forth in the Recitals.

“Project Budget” means collectively, the budget provided by the
Borrower for the construction of Phase I and Phase II of the Project consisting
of a detailed line item cost breakdown of acquisition and construction costs
(hard costs), equipment and installation costs, and all other related indirect
development costs (soft costs), including working capital, construction period
interest reserve and contingency and a schedule of values to be submitted to and
approved by Lenders with respect to the Project in accordance with this
Agreement, initially as set forth on Exhibit D.

“Project Census Tracts” means collectively (i) United States
population census tract numbers 02180000100, and 02290000400 with respect to the
Project, and 02050000100, 02050000300, 02270000100, 02290000400, and 02070000100
with respect to the Business, which census tracts are in a Low-Income Community,
and (ii) United States population census tract numbers 02180000200 with respect
to the Project and 02050000200, and 02020002502 with respect to the Business,
which census tracts are not in a Low-Income Community.

“Project Costs” has the meaning set forth in Section 2.03.

“Property” means the Land (or the rights of the Borrower in and to
the Land), the existing improvements on the Land (if any), the Improvements, and
all equipment, systems, components, and other property to be installed on the
Land as part of the Project and/or used on the Land in the conduct of the
Business or the Project.

“QALICB” has the meaning given in the Recitals.

“QALICB Report” means the Independent Accountant153s Report on
Applying Agreed-Upon Procedures issued by Novogradac & Company LLP dated
August 30, 2011.

“QEI” means a “qualified equity investment” as such term is defined
in Section 45D of the Code and the Treasury Regulations.

“QLICI” means a “qualified low-income community investment” as such
term is defined in Section 45D of the Code and the Treasury Regulations.

“Qualified Business” means a qualified business as such term is
defined in Treasury Regulation Section 1.45D-1(d)(5).

“RCRA” has the meaning set forth in Section 4.09.

“Recapture Event” means any event or condition that causes or
results in a disallowance or recapture of all or any portion of the New Markets
Tax Credits pursuant to Section 45D(g) of the Code or the Treasury Regulations
or guidance thereunder.

“Residential Rental Property” means as defined in Section
168(e)(2)(A) of the Code, any building or structure if eighty percent (80%) or
more of the gross rental income from such building or structure for the taxable
year is rental income from “dwelling units.” For such purpose, a “dwelling unit”
means a house or apartment used to provide living accommodations in a building
or structure, but does not include a unit in a hotel, motel, or other
establishment more than one half (1/2) of the units in which are used on a
transient basis. If any portion of the building or structure is occupied by the
taxpayer, the gross rental income for such building or structure includes the
rental value of the portion so occupied.

“Scheduled Completion Date” means (i) with respect to Phase I, on or
before December 31, 2012, (ii) with respect to Phase II, on or before December
31, 2014, and (iii) with respect to an Alternative Qualified Project, the
completion date approved by the Lenders.

“Solvent” means, when used with respect to any Person on a
particular day, that on such date (a) the fair value of the property of such
Person as a going concern is greater than the total amount of liabilities,
including, without limitation, contingent liabilities, of such person; (b) the
present fair salable value of the assets of such Person as a going concern is
not less than the amount that will be required to pay the probable liability of
such Person on its debts as they become absolute and matured; (c) such Person is
able to realize upon its assets and pay or refinance its debts and other
liabilities, contingent obligations and other commitments as they mature in the
ordinary course of business; (d) such Person does not intend to, and does not
believe that it will, incur debts and liabilities beyond such Person153s ability
to pay or refinance as such debts and liabilities mature; and (e) such Person is
not engaged in business or a transaction, and is not about to engage in business
or a transaction, for which such Person153s property would constitute unreasonably
small capital after giving due consideration to the prevailing practice in the
industry in which such person is engaged. In computing the amount of contingent
liabilities at any time, it is intended that such liabilities will be computed
at the amount which, in light of all of the facts and circumstances existing at
such time, represents the amount that can be reasonably expected to become an
actual or matured liability.

“Tenant Qualified Business” means any trade or business of a tenant
or subtenant of the Borrower except any trade or business consisting of
Residential Rental Property, or the operation of any private or commercial golf
course, country club, massage parlor, hot tub facility, suntan facility, race
track or other facility used for gambling, or any store the principal business
of which is the sale of alcoholic beverages for consumption off premises.

“TNM Allocatee” has the meaning given in the Recitals.

“TNM Allocation Agreement” has the meaning given in the Recitals.

“TNM NMTC Allocation” has the meaning given in the Recitals.

“TNM X CDE A Loan” and “TNM X CDE B Loan” shall
each have the meaning given in the Recitals.

“Treasury Regulations” means any temporary and/or final regulations
promulgated from time to time under the Code.

“UUI” means United Utilities, Inc., an Alaska corporation.

“Waveland Allocatee” has the meaning given in the Recitals.

“Waveland Allocation Agreement” has the meaning given in the
Recitals.

“Waveland NMTC Allocation” has the meaning given in the Recitals.

“Waveland XVI CDE A Loan” and “Waveland XVI CDE B Loan”
shall each have the meaning given in the Recitals.

Section 1.03. Accounting Terms. Unless
otherwise specified herein, all accounting terms used herein will be
interpreted, all accounting determinations hereunder will be made, and all
financial statements required to be delivered hereunder will be prepared in
accordance with generally accepted accounting principles as in effect from
time-to-time, on a basis consistent (except for changes approved by independent
public accountants for Borrower or GCI) with the most recent audited financial
statements of GCI.

ARTICLE II

THE CREDIT

Section 2.01. Loans.

(a) Subject to and upon the terms and conditions contained in this Agreement,
and relying on the representations and warranties contained in this Agreement,
(i) NDF VIII agrees to make the NDF VIII CDE A Loan and the NDF VIII CDE B Loan
to the Borrower which shall be evidenced by the promissory notes in the
principal amount of $22,270,365 and $7,307,220, respectively; (ii) TNM X agrees
to make the TNM X CDE A Loan and the TNM X CDE B Loan to Borrower which shall be
evidenced by the promissory notes in the principal amount of $16,916,845 and
$6,260,155, respectively; and (iii) Waveland XVI agrees to make the Waveland XVI
CDE A Loan and the Waveland XVI CDE B Loan to the Borrower which shall be
evidenced by the promissory notes in the principal amount of $19,087,200 and
$4,912,800, respectively (collectively, (i), (ii) and (iii) are referred to as
the “Notes“).

(b) Borrower will pay interest, principal and all applicable fees and charges
on the Loans as set forth in the Notes. As set forth in the Notes, Borrower may
not prepay the Loans in full or in part prior to the seventh anniversary of the
Closing Date.

Section 2.02. Disbursement Account. On the
Closing Date, upon satisfaction of the closing conditions set forth in Section
7.01, the Lenders shall advance the Loan proceeds by deposit in the Disbursement
Account, which account shall be in the name of Borrower and shall be the
property of Borrower, using Borrower153s federal taxpayer identification number
and held at U.S. Bank. Funds held in the Disbursement Account shall be disbursed
solely to pay or reimburse the Borrower for Project Costs and to pay amounts due
by Borrower pursuant to the Loan Documents in accordance with this Agreement and
Appendix I. At closing of the Loans, funds will be disbursed from the
Disbursement Account to pay or reimburse Project Costs as set forth in the
Closing Memorandum, and the balance shall be held in the Disbursement Account to
be disbursed in accordance with this Agreement and Appendix I. The Disbursement
Account shall be pledged as security for the Loans to the Lenders pursuant to
the Bank Account Pledge Agreement and Pledged Account Control Agreement.

Section 2.03. Use of Proceeds. Unless
otherwise approved by Lenders in their sole discretion, Borrower shall use the
proceeds of the Loans solely to: (i) acquire the Land required for the Project,
obtain all required reports, studies, permits, and approvals, arrange for the
design, fabrication and/or purchase of all equipment and related components,
construct or install the Improvements and equipment and other Property required
for the Project, pay for all soft costs and expenses incurred in connection
therewith as shown on the Project Budget, and to (ii) pay a dividend of
$58,274,410 on the Closing Date (the “Closing Dividend“) and the
transaction costs in accordance with the Closing Memorandum ((i) and (ii)
collectively, “Project Costs“). Further, after the disbursements made
on the Closing Date, at least 85% of the proceeds of the Loans shall be applied
exclusively to those portions of the Project that are located in those Project
Census Tracts that constitute Low-Income Communities, and the Loan proceeds,
excluding the $1,000,000 hold back required pursuant to Appendix I and unused
Phase I contingency, shall be expended no later than the Scheduled Completion
Date with respect to Phase I of the Project. Notwithstanding the foregoing, all
Loan proceeds, after the disbursements made on the Closing Date, shall be
applied to Project Costs with respect to Phase I of the Project, except for an
amount of up to $1,500,000 plus unused Phase I contingency, as further set forth
in Appendix I. The Lenders hereby consent to the Closing Dividend.

Section 2.04. Business Days. If the date
for any payment hereunder falls on a day which is not a Business Day, then for
all purposes of this Agreement the same will be deemed to have fallen on the
next following Business Day, and such extension of time will in such case be
included in the computation of payments of interest, fees or other charges, as
the case may be.

Section 2.05. Method of Payment. All
payments of the Loans shall be made, without setoff, deduction, or counterclaim,
in immediately available funds to the Lenders at the Lender153s respective
addresses specified from time-to-time by the Lenders by 1:00 pm (central time)
on the date when due.

ARTICLE III

SECURITY FOR THE INDEBTEDNESS

Section 3.01. Security. The Loans shall be
secured by the Disbursement Account pursuant to the Bank Account Pledge
Agreement and the Pledged Account Control Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

In order to induce Lenders to enter into this Agreement, Borrower represents
and warrants to Lenders (which representations and warranties will survive the
extensions of credit under this Agreement) that:

Section 4.01. Borrower153s Existence, Power and
Authorization. Borrower is a corporation duly organized, legally
existing and in good standing under the laws of the State of Alaska and is duly
qualified as a foreign company in all jurisdictions wherein the property it owns
or the business it transacts make such qualification necessary. Borrower is duly
authorized and empowered to execute, deliver and perform the Loan Documents to
which it is a party. All action on the part of Borrower requisite for the due
creation and execution of the Loan Documents to which it is a party has been
duly and effectively taken. Borrower153s execution, delivery and performance of
the Loan Documents to which it is a party do not require the consent or approval
of any other Person, including without limitation any Governmental Authority.
Borrower has reviewed the Loan Documents to which it is a party with counsel for
Borrower and has had the opportunity to discuss the provisions thereof with the
Lenders prior to execution. The Loan Documents to which Borrower is a party
constitute valid and binding obligations of Borrower enforceable in accordance
with their terms (except that enforcement may be subject to any applicable
bankruptcy, insolvency or applicable laws generally affecting the enforcement of
creditors153 rights).

Section 4.02. No Legal Bar or Resultant
Lien. The execution, delivery and performance of the Loan Documents to
which Borrower is a party do not and will not violate (a) any provisions of
Borrower153s articles of organization, bylaws or any other organizational
documents; (b) any other material contract, indenture or agreement to which
Borrower is a party or by which any of its property may be bound; or (c) any
provision of law, regulation, order, injunction, judgment, decree or writ to
which Borrower or any of its property is subject, except those violations that
would not reasonably be expected to have a Material Adverse Effect. The Loan
Documents to which Borrower is a party will not result in or require the
creation or imposition of any Lien upon any property now owned or hereafter
acquired by Borrower other than as contemplated by this Agreement.

Section 4.03. Financial Condition; Solvency; Other
Information.

(a) All audited financial statements of GCI delivered to Lenders fairly
present the financial position of GCI and its consolidated subsidiaries in all
material respects as of the date of such statements. To the knowledge of
Borrower, since the close of the period covered by the latest audited financial
statements delivered to Lenders, no event has occurred (including, without
limitation, any litigation or administrative proceedings) and no condition
exists or, is threatened, which (i) would reasonably be expected to render
Borrower or any Guarantor unable to perform their obligations under the Loan
Documents, or (ii) would constitute a Material Adverse Effect, or (iii) would
constitute a Default hereunder.

(b) Borrower is Solvent and after consummation of the transactions
contemplated by the Loan Documents (including the making of the Loans and the
distributions contemplated herein), and after giving effect to all obligations
incurred by Borrower in connection herewith, Borrower will be Solvent.

(c) All financial projections given to Lenders were prepared in good faith
based on facts and circumstances existing at the time of preparation. No other
information, exhibit or report (other than projections) furnished by Borrower or
any of its Affiliates to Lenders in connection with the negotiation of this
Agreement taken as a whole contains any material misstatement of fact or fails
to state a material fact necessary to make the statements contained therein in
light of the circumstances under which they were made, not materially
misleading.

Section 4.04. Taxes and Governmental
Charges. Borrower has filed all tax returns and reports required to be
filed and has paid all taxes, assessments, fees and other governmental charges
levied upon it or upon its property or income which are due and payable,
including interest and penalties, or has provided adequate reserves for the
payment thereof.

Section 4.05. Defaults. Borrower is not in
default under any indenture, mortgage, deed of trust, agreement or other
instrument to which Borrower is a party or by which it is bound, including
without limitation the Construction Documents, which default would reasonably be
expected to result in a Material Adverse Effect.

Section 4.06. Compliance With the Law.
Borrower (a) is not in violation of any law, judgment, decree, order, ordinance,
or governmental rule or regulation to which Borrower or any of its property is
subject; and (b) has not failed to obtain any license, permit, franchise or
other governmental authorization necessary to the ownership of any of its
property or the conduct of the Business; in each case, which violation or
failure could reasonably be anticipated to materially and adversely affect the
business, prospects, profits, property or condition (financial or otherwise) of
Borrower.

Section 4.07. ERISA. Borrower is in
compliance in all material respects with the applicable provisions of ERISA with
respect to any Plan, and no “reportable event,” as such term is defined in
Section 4043 of ERISA, has occurred with respect to any Plan of Borrower, within
the six fiscal years preceding the Closing Date.

Section 4.08. Title to Property. Borrower
has good title to the Collateral, free of all Liens except those created in
favor of the Lenders and those permitted by this Agreement. Furthermore,
Borrower has not heretofore conveyed or granted a Lien on or agreed to convey or
grant a Lien on any Collateral in any way, except in favor of Lenders and
Permitted Liens. The Borrower has or will have such title or leasehold interest,
or other rights, in and to the Land owned, leased or used by it as is necessary
or desirable to the conduct of the Business and the Project, and valid and legal
title or leasehold interest in and to all of its personal property, as is
necessary or desirable to the conduct of the Business and the Project.

Section 4.09. Environmental Matters. The
Borrower is not in material violation of or subject to any existing, pending, or
threatened investigation or inquiry by any Governmental Authority or to any
remedial obligations under any applicable laws pertaining to health or the
environment (hereinafter, sometimes collectively called “Applicable
Environmental Laws“), including without limitation the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended by
the Superfund Amendments and Reauthorization Act of 1986 (as amended,
hereinafter called “CERCLA“), the Resource Conservation and Recovery
Act of 1976, as amended by the Used Oil Recycling Act of 1980, the Solid Waste
Disposal Act Amendments of 1980, and the Hazardous and Solid Waste Amendments of
1984 (as amended, hereinafter called “RCRA“). Borrower has not obtained
and is not required to obtain any permits, licenses or similar authorizations to
construct, occupy, operate or use any buildings, improvements, fixtures and
equipment forming a part of the Property by reason of any Applicable
Environmental Laws, except as shall be obtained by Borrower in material
accordance with all Applicable Environmental Laws. No hazardous substances or
solid wastes have been disposed of or otherwise released on the Property, and
the use which Borrower makes and intends to make of the Property will not result
in the disposal or other

release of any hazardous substance or solid waste on or to the Property,
except in material compliance with all Applicable Environmental Laws. The terms
“hazardous substance” and “release” as used in this Agreement will have the
meanings specified in CERCLA, and the terms “solid waste” and “disposal” (or
“disposed”) will have the meanings specified in RCRA; provided, in the event
that the laws of the State of Alaska establish a meaning for “hazardous
substance,” “release,” “solid waste,” or “disposal” which is broader than that
specified in either CERCLA or RCRA, such broader meaning will apply. No part of
the Property related to the Project constitutes “wetlands,” as such term is
defined by applicable federal law, and except as has been obtained or shall be
obtained in accordance with applicable law, no permit is needed for construction
of the Project from the U.S. Army Corps of Engineers or any other applicable
federal or state agency.

Section 4.10. Governmental Requirements.
The Land and the Property will be acquired, developed, and utilized in material
compliance with all current governmental requirements affecting such Land and
the Property, including, without limitation, the DCCED Grant Agreement, if
applicable, all current coastal zone protection, zoning and land use
regulations, building codes and all restrictions and requirements imposed by
applicable Governmental Authorities with respect to the acquisition of the Land,
construction and acquisition and installation of the Improvements and other
Property, and the contemplated use of the Improvements and other Property.

Section 4.11. Anti-Terrorism Laws.

(a) Neither Borrower nor any of its Affiliates is in material violation of
any law relating to terrorism or money laundering (“Anti-Terrorism
Laws“), including Executive Order No. 13224 on Terrorist Financing,
effective September 24, 2001 (the “Executive Order“), and the Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001, Public Law 10-56. Neither Borrower nor any
of its Affiliates is any of the following:

(i) a Person that is listed in the annex to the Executive Order;

(ii) a Person owned or controlled by or under common control with any Person
that is listed in the annex to the Executive Order;

(iii) a Person with which a commercial lender would generally be prohibited
from dealing or otherwise engaging in a lending transaction by any
Anti-Terrorism Law; or

(iv) a Person that is named as a “specially designated national and blocked
person” on the most current list published by the U.S. Treasury Department
Office of Foreign Assets Control at its official website or any replacement
website or other replacement official publication of such list.

(b) Neither Borrower nor any of its Affiliates (i) intends or proposes to
conduct any business or engage in making or receiving any contribution of funds,
goods or services to or for the benefit of any person described in paragraph (a)
above; (ii) intends or proposes to deal in, or otherwise engage in any
transaction relating to any property or interests in property blocked pursuant
to the Executive Order; or (iii) intends or proposes to engage in or conspire to
engage in any transaction that evades or avoids, or has the purpose of evading
or of avoiding, or attempts to violate, any of the prohibitions set forth in any
Anti-Terrorism Law.

Section 4.12. New Markets Tax Credit Program
Representations Warranties and Covenants. Lenders and Borrower believe
that the Project will have a beneficial effect on economic development within
the Low-Income Communities included in the Project Census Tracts. The Loans are
intended to constitute QLICIs qualifying under the New Markets Tax Credit
Program. The Lenders believe that the provision of private-sector capital
investment as represented by the Loans on such terms will serve to stimulate
economic opportunity and create jobs within the Low-Income Communities included
in the Project Census Tracts. The Lenders have each received a sub-allocation of
New Markets Tax Credits from the respective Allocatee. The availability of New
Markets Tax Credits has enabled the Lenders to provide the Loans using terms and
conditions that are flexible and non-conventional. To ensure compliance with the
New Markets Tax Credit Program, Borrower agrees to make the representations,
warranties, and covenants set forth in this Section 4.12 and in Section 5.18.
The Lenders would not make the Loans without the representations, warranties and
covenants set forth in this Agreement.

As of the date hereof, Borrower hereby represents and warrants to the
Lenders, as follows that as of the date hereof:

(a) Borrower has provided the Lenders and the Investor with notice of all (i)
defaults or failures of compliance with respect to any other financial,
contractual or governmental obligation of Borrower, the Guarantor or the
Project; (ii) IRS proceedings regarding the Project, the Guarantor or Borrower;
(iii) litigation, criminal action or administrative proceedings against Borrower
or Guarantor; or (iv) communications from any other lender or funding source for
the Project, or the Secretary of State of Alaska or any other Person or
governmental authority which is not in the ordinary course of business, in each
case, that would reasonably be expected to result in a Material Adverse Effect;

(b) Borrower currently qualifies as a QALICB and has no information or
knowledge tending to indicate that it might not satisfy all of the requirements
of a QALICB;

(c) Assuming the Lenders are each a qualified community development entity
under Section 45D of the Code, the Loans and each advance thereunder constitutes
a QLICI.

(d) With respect to the current taxable year of Borrower, at least fifty
percent (50%) of the total gross income of Borrower is derived from the active
conduct of its trade or business within those Project Census Tracts that
constitute Low-Income Communities;

(e) With respect to the current taxable year of Borrower, at least fifty
percent (50%) of the use of the tangible property of Borrower (whether owned or
leased) is within those Project Census Tracts that constitute Low-Income
Communities (for purposes of this representation, the percentage of tangible
property owned or leased by Borrower during the taxable year in those Project
Census Tracts that constitute Low-Income Communities shall be determined based
on a fraction (i) the numerator of which is the Average Value of the tangible
property used by Borrower within those Project Census Tracts that constitute
Low-Income Communities, and (ii) the denominator of which is the Average Value
of all of the tangible property owned or leased by Borrower and used by Borrower
during the taxable year); provided, however, that if for the current

taxable year Borrower has no employees, at least eighty-five percent (85%) of
the use of the tangible property of Borrower (whether owned or leased) is within
those Project Census Tracts that constitute Low-Income Communities. The
Financial Projections include (or the Borrower has otherwise provided to
Lenders) a true, correct and complete list of tangible property owned or leased
by Borrower. To the extent that any tangible property is used by the Borrower
outside of those Project Census Tracts that constitute Low-Income Communities,
Borrower has provided, the cost basis of all property owned by Borrower and the
estimated value of any leased property and the basis of such estimate and the
business hours of usage of Borrower’s property within and without such Project
Census Tracts. Borrower shall retain records of the foregoing throughout the
term of the Loans;

(f) With respect to the current taxable year of Borrower, less than five
percent (5%) of the average of the aggregate unadjusted basis of the property of
Borrower is attributable to Nonqualified Financial Property. The Financial
Projections include (or the Borrower has otherwise provided to Lenders) a true,
correct, and complete listing of any Nonqualified Financial Property owned by
Borrower, including therein, the unadjusted basis of such property and Borrower
shall maintain records thereof throughout the term of the Loans;

(g) With respect to the current taxable year of Borrower, if Borrower has one
or more employees providing services, at least fifty percent (50%) of the
services performed for Borrower by its employees (or a Borrower Affiliate153s
employees primarily engaged in providing services to Borrower) are within those
Project Census Tracts that constitute Low-Income Communities (for purposes of
this representation, this percentage is determined based on a fraction (the
numerator of which is the total amount paid by Borrower for employee services
performed in those Project Census Tracts that constitute Low-Income Communities
during the taxable year, and the denominator of which is the total amount paid
by Borrower for employee services during the taxable year). Borrower has
provided a list of employees providing services to the Borrower, if any,
including a general description of services provided, and if applicable
compensation paid for services rendered within and without such Project Census
Tracts;

(h) With respect to the current taxable year of Borrower, less than five
percent (5%) of the average of the aggregate unadjusted basis of Borrower153s
property is attributable to Collectibles;

(i) The Property is not used as Residential Rental Property. The trade or
business of a tenant or a subtenant consists and shall consist solely of a
Tenant Qualified Business;

(j) Borrower is engaged solely in a Qualified Business;

(k) The Loans are not being made with respect to and no portion of the
Project will constitute a “qualified low-income building,” as defined in Code
Section 42(c)(2), and the Project will not be financed with low-income housing
tax credits under Section 42 of the Code;

(l) The Borrower is a corporation and is not disregarded as separate from
another entity for federal income tax purposes;

(m) To Borrower153s knowledge, there have been no irregularities or illegal
acts that would have a material effect on the transactions contemplated by this
Agreement, there has been no fraud involving management or employees who have
significant roles in the internal control structure of the Borrower, fraud
involving other employees that could have a material effect on the matters
described in this Section 4.12, or communications from the CDFI Fund or other
regulatory agencies concerning noncompliance with, or deficiencies in, financial
reporting practices that could have a material effect on the matters described
in this Section 4.12;

(n) The Borrower is not a bank, credit union or other financial institution;

(o) The current value of the Business is not less than the aggregate
principal amount of the Loans, and Borrower has reasonable grounds to believe
that the value and/or income generated by the Business and the Project will be
sufficient to allow the Borrower to repay and/or refinance the outstanding
principal and interest on the Loans as payments become due and at or prior to
maturity;

(p) The Financial Projections were prepared in good faith based on
assumptions believed by the Borrower to be reasonable at the time of their
preparation and as of the date hereof;

(q) Borrower has not knowingly entered into this Agreement, or any other
agreements or understandings (whether written or oral) with a principal purpose
of entering into a transaction or series of transactions (i) to achieve a result
that is inconsistent with NMTC Law, and/or (ii) to avoid or evade federal income
tax;

(r) Borrower will treat the Loans as indebtedness for all purposes, and will
not take any positions contrary to such treatment;

(s) The amount of reserves, receivables, assets and other items of working
capital shown on the Financial Projections as owned by Borrower were established
in good faith based on assumptions believed by the Borrower to be reasonable as
of the Closing Date; Borrower does not have outstanding, nor is it committed to
make a loan with a term of eighteen (18) months to any Person; and Borrower does
not have an ownership interest or an option to acquire an ownership interest of
any kind in any person;

(t) None of Borrower or the officers, directors, or principals of Borrower or
any of its Affiliates is on the list of Specially Designated Nationals and
Blocked Persons promulgated by the U.S. Treasury Department and located on the
internet at http://www.treas.gov/offices/eotffc;
http://treas.gov/ofac/t11sdn.pdf;

(u) Each of Project Census Tract numbers 02180000100 and 02290000400 is a
Low-Income Community that has the following criteria or programs: the census
tracts are in a non-metropolitan area, and the median family income does not
exceed 60% of statewide median family income;

(v) Borrower is currently generating revenues and specifically intends and
expects to generate a profit from the Business and the Project;

(w) Borrower reasonably expects to expend the proceeds of the Loans by
December 31, 2012 (excluding the $1,000,000 hold back required pursuant to
Appendix I and unused Phase I contingency) on Project Costs;

(x) Borrower has stated in writing to Lenders the nature of its business and
of the goods or services provided, its primary sources of revenue and its
primary expenditures, and such statement is not misleading in any material
respect;

(y) Borrower has not taken or failed to take, and shall not take or fail to
take, any action which would result in Investor, the Fund, Lenders, or any of
their Affiliates having NMTC Control of Borrower;

(z) Borrower has established separate bank accounts for Borrower, and does
not and shall not commingle the assets of Borrower with any Person. Borrower153s
assets are not listed as assets on the books and records of any other Person,
except to the extent that such assets are consolidated with another Person153s
assets for financial reporting purposes. Borrower does not and shall not possess
or use any material assets of any other Person, and does not and shall not
permit any other Person to possess or use its assets, unless in either case such
assets are rented, leased, or otherwise provided for use on an arms-length basis
pursuant to a lease or services agreement or similar agreement with such Person;

(aa) Borrower has no present plans or intentions to (i) change the nature of,
or manner in which it conducts its business or operation in a manner that would
affect Borrower153s continued compliance with the representations and warranties
in this Section 4.12; (ii) move or expand its business to a new address; (iii)
reduce the percentage of gross income derived from the active conduct of a
Qualified Business within any Low-Income Community; (iv) change the percentage
of employees services performed in any Low-Income Community; (v) reduce the
percentage of use of tangible property in any Low-Income Community; (vi)
maintain Collectibles not held primarily for sale in the ordinary course of
business at 5% or more of the aggregate unadjusted cost bases of its assets;
(vii) maintain Nonqualified Financial Property at 5% or more of the aggregate
unadjusted cost bases of its assets; (viii) enter into leases with any tenant
that engages in a trade or business other than a Tenant Qualified Business; or
(ix) take any other action that would, in each case, cause to be untrue any of
the other representations, warranties or covenants set out in this Agreement;

(bb) The Borrower expects that the representations made under this Section
4.12 will continue to be accurate during the entire term of this Agreement; and

(cc) Neither Borrower nor any of its principals has been debarred, suspended,
declared ineligible, or voluntarily excluded from participation in a covered
transaction by any Federal department or agency, as such terms are defined in
Executive Order 12549, nor is any such action pending or proposed. Borrower
shall, simultaneously with execution and delivery of this Agreement, execute and
deliver a certification

regarding debarment, suspension, ineligibility and voluntary exclusion in the
form attached hereto as Exhibit E to further evidence this representation
and warranty. Borrower shall obtain such certifications from other participants
in the Project to the extent reasonably required by Lenders to maintain
compliance with NMTC Law.

(dd) Each of SNR Denton US LLP, Polsinelli Shughart PC, Ginsberg Jacobs, LLC,
Future Unlimited Law PC, and Mark D. Foster are hereby permitted to rely on the
foregoing representations in the issuance of corporate, enforceability, federal
income tax and other transaction opinions to Lenders, the Fund and the Investor.

Section 4.13. Litigation. No litigation or
proceedings are pending, or to the best of Borrower153s knowledge are threatened,
against Borrower which could reasonably be expected to have a Material Adverse
Effect on the ability of Borrower to perform its obligations under the Loan
Documents. Without limiting the foregoing, there are no pending or, to
Borrower153s best knowledge, threatened proceedings or actions to revoke,
invalidate, rescind or modify any building or other permits heretofore issued
with respect to the Property required for the Project.

ARTICLE V

AFFIRMATIVE COVENANTS

Unless Lenders153 prior written consent to the contrary is obtained, Borrower
will at all times comply with the covenants contained in this Article V, from
the date hereof and for so long as any part of the Indebtedness is outstanding.

Section 5.01. Performance of Obligations.
Borrower will repay the Loans according to the reading, tenor and effect of the
Loan Documents. Borrower will do and perform every act required of it by the
Loan Documents at the time or times and in the manner specified.

Section 5.02. Financial Statements and Reports; Tax
Returns. Borrower will furnish, or cause to be furnished, to Lenders:

(a) Annual Financial Statements. Beginning with the
first fiscal year-end following the Closing Date, no later than one hundred
twenty (120) days after the end of each fiscal year of GCI occurring during the
term hereof, audited annual financial statements of GCI, as of the end of such
fiscal year (including the income statement, balance sheet, shareholder153s
equity, and statement of cash flows, along with accompanying footnotes) each
prepared on a consolidated basis, audited by Grant Thornton LLP or other
independent certified public accountants of nationally recognized standing,
prepared in accordance with GAAP consistently applied and separate internally
prepared unaudited schedules for the Borrower (balance sheet, income statement,
statement of shareholder153s equity and statement of cash flows as of the end of
and for such year) and certified by an officer of the Borrower substantially in
the form attached as Item 1 of Exhibit F hereto.

(b) Borrower153s Quarterly Financial Statements.
Within 60 days after the end of each of the first three fiscal quarter periods
of Borrower beginning March 31, 2012, internally prepared unaudited balance
sheet, income statements, and statements of cash flow, as of the end of and for
such fiscal quarter and the then elapsed portion of the fiscal year, and
certified by an officer of Borrower substantially in the form attached as Item 1
of Exhibit F hereto.

(c) Compliance Certificates. Concurrently
with the delivery of the financial statements under Sections 5.02(a) and
5.02(b), a compliance certificate substantially in the form attached as
Exhibit F hereto.

(d) Other Information. As soon as available, copies
of material documents, reports and correspondence submitted or received pursuant
to the DCCED Grant Agreement, if applicable, and promptly upon the request of
Lenders, such other information regarding the business and affairs and financial
condition of Borrower and GCI and their Affiliates as the Lenders may reasonably
request (other than shareholders of GCI and Persons that are Affiliates because
of interests held by such shareholders).

All internally prepared unaudited balance sheets and other financial reports
referred to in Sections 5.02(a) 5.02(b) above will be in such detail as the
Lenders may reasonably request, and all audited financial statements referred to
in Section 5.02(a) above, will conform to generally accepted accounting
principles applied on a consistent basis, except only for such changes in
accounting principles or practice with which the independent certified public
accountants concur.

Section 5.03. Taxes and Other Liens.
Borrower will pay and discharge (or bond over) promptly when due all taxes,
assessments and governmental charges or levies imposed upon it or upon its
income or upon the Property as well as all claims of any kind (including claims
for labor, materials, supplies and rent) which, if unpaid, would have a Material
Adverse Effect, and might become a Lien upon any or all of the Property;
provided, that Borrower will not be required to pay any such tax, assessment,
charge, levy or claim if the amount, applicability or validity thereof will
currently be contested in good faith by appropriate proceedings diligently
conducted and if Borrower has set up reserves therefor adequate under generally
accepted accounting principles. If requested by Lenders, Borrower will furnish
Lenders with proof of payment acceptable to Lenders of all taxes, assessments,
charges, levies or claims not later than the date on which penalties or Liens
might attach thereto, or in the event that Borrower contests any such taxes,
assessments, charges, levies or claims in accordance with this Section. If
requested by Lenders, Borrower will furnish the Lenders with a reasonably
detailed, written description of the contested matter and all actions taken by
Borrower in connection with such contest.

Section 5.04. Maintenance of Borrower153s Existence;
Ownership. Borrower will maintain its corporate existence and rights,
and will maintain the Property in generally good and workable condition at all
times and make all repairs, replacements, additions, betterments and
improvements to the Property to the extent necessary so that any failure will
not materially and adversely affect the operations of the Property.

Section 5.05. Further Assurances. Borrower
will promptly (and in no event later than 30 days after written notice from the
Lenders is received) cure any defects in the execution and delivery by the
Borrower of the Loan Documents to which it is a party. Borrower, at its expense
will promptly execute and deliver to the Lenders upon request all such other and
further documents, agreements and instruments in

compliance with or accomplishment of the covenants and agreements of Borrower
in the Loan Documents, or to correct any omissions in the Loan Documents, or
more fully state the security obligations set out herein or in any of the Loan
Documents.

Section 5.06. Reimbursement of Expenses.
Borrower will pay all reasonable legal fees and out-of-pocket expenses incurred
by the Lenders in connection with the preparation, negotiation, execution,
delivery, filing, recording, administration and enforcement of the Loan
Documents to which is a party, including but not limited to expenses incurred
upon satisfaction, or modification of the Loans, or disposition of the Loans to
the Fund. In addition, but not as a limitation, Borrower will pay:

(a) $24,000 on December 1st of each year, commencing December 1, 2011 to
Waveland XVI for its accounting, audit and tax expenses each year in the amount
of $15,000 and to pay the Fund153s management fees in the amount of $9,000 per
year;

(b) all taxes and recording expenses, including all intangible, registration
and stamp taxes, if any;

(c) title insurance premiums, appraiser fees, environmental audit fees,
insurance consultant fees, construction inspection fees and expenses;

(d) fees, if any, due to brokers in connection with the Property or this
Agreement (other than any broker hired by or contracted for by any Lender);

(e) all reasonable legal fees and expenses, including, without limitation,
Lenders153 and their direct and indirect members153 counsel153s fees and expenses for
services performed and sums advanced or disbursed in connection with the
transactions contemplated by this Agreement, plus reimbursement of all out of
pocket expenses incurred in connection therewith;

(f) all fees incurred in connection with the delivery of the legal opinions
required for purposes of closing the Loans;

(g) all fees of accountants in connection with preparation of the Financial
Projections and the QALICB Report;

(h) all fees and expenses incurred by Lenders in connection with the
disbursement of the Loans;

(i) Borrower shall also pay or reimburse, at the request of Lenders, the bank
charges, wiring fees, and limited liability company filing fees incurred by
Lenders in connection with the Loans, including but not limited to the
disbursement of Loan proceeds, and distributions to its members;

(j) Borrower will, upon request, promptly reimburse the Lenders for all
amounts expended, advanced or incurred by the Lenders (or their direct or
indirect members) after the occurrence of an Event of Default, to satisfy any
obligation of Borrower under the Loan Documents, or any other agreement,
document or instrument executed and delivered in connection herewith, or to
protect the Property or business of Borrower or

to collect the Loans, or to enforce the rights of the Lenders under the Loan
Documents (other than disputes solely between or among the Lenders under the
Intercreditor Agreement), which amounts will include all court costs, attorneys153
fees, fees of auditors and accountants, and investigation expenses reasonably
incurred by the Lenders (or their direct or indirect members) in connection with
any such matters, together with interest at the interest rate set forth in the
Notes on each such amount from the date that the same is expended, advanced or
incurred by Lenders (or their direct or indirect members) until the date of
reimbursement to Lenders, as the case may be; and

(k) Borrower will pay within ten (10) Business Days after written notice
thereof, any fees imposed by the U.S. Department of Treasury after the date
hereof, on any Lender or the Allocatee in connection with the Allocation
Agreement; provided that such fees shall be prorated based on the amount
suballocated with respect to the transactions evidenced by the applicable Loans
to the total amount suballocated pursuant to the applicable Allocation Agreement
at the time the fees are imposed. As of the date hereof, no such fees have been
imposed.

(l) Borrower shall be responsible to pay to Lenders any Alaska state or local
taxes or other charge, including but not limited to income, withholding or gross
receipts tax (collectively, “state or local taxes”), imposed on Lenders as a
result of the Loans, excluding any state or local taxes that when paid by
Lenders are allowed as a credit against amounts otherwise due by Lenders153
members. As of the date hereof, Lenders are not aware of any such state or local
taxes. Borrower shall pay such amounts to Lenders within thirty (30) days after
notice from Lenders that the state or local taxes are due and payable. Upon
receipt of such notice, Borrower may elect, at its expense, to contest payment
of such charges with the appropriate taxing authority. In any event, Borrower
shall pay such state and local taxes to Lenders no later than ten (10) Business
Days prior to the latest date that such amounts may be paid by Lenders without
interest or penalty, unless Borrower has obtained, on or before such date,
written confirmation from the appropriate taxing authority that such amounts are
not due and payable by Lenders.

(m) Fees and expenses payable to Lenders pursuant to this Agreement and any
other Loan Documents shall be payable by Borrower to Lenders in accordance with
the applicable agreement (or upon demand, if no time for payment is specified),
and, until paid, shall become part of the Indebtedness, and shall, unless timely
paid, bear interest from the date incurred by Lenders at the interest rate set
forth in the Notes, and shall be secured by the Collateral Documents even though
such sums, when added to previous advances to Borrower, shall exceed the face
amount of the Notes.

Section 5.07. Insurance. Borrower shall
procure and maintain, or cause to be so procured and maintained, insurance
policies as set forth in Exhibit G attached hereto. Borrower shall obtain
liability insurance certificates from the Contractors, as reasonably required by
the Lenders as a condition of the applicable draws, subject to Exhibit
G.

Section 5.08. Accounts and Records.
Borrower will keep books of record and accounts in which true and correct
entries will be made as to all material matters of all dealings or transactions
in relation to its business and activities, in accordance with generally
accepted accounting principles, consistently applied except for changes in
accounting principles or practices with which the independent certified public

accountants for Borrower or GCI concur.

Section 5.09. Right of Inspection. Borrower
will permit any officer, employee or other representative of the Lenders to
visit and inspect any of the property of Borrower (including the Property),
examine the books of record and accounts of Borrower, take copies and extracts
therefrom, and discuss the affairs, finances and accounts of Borrower with
Borrower153s officers, accountants and auditors, all at such reasonable times and
on reasonable notice and as often as the Lenders may reasonably desire, but no
more than semi-annually (which limitation does not apply to the Disbursing Agent
and its representatives), unless there is an Event of Default that has occurred
and is continuing.

Section 5.10. Notice of Certain Events.

(a) Borrower will promptly notify the Lenders if Borrower learns of the
occurrence of any event which constitutes a Default, together with a reasonably
detailed, written statement by an authorized officer of Borrower of the steps
being taken to cure the Default.

(b) Borrower shall promptly notify the Lenders of any change in location of
Borrower153s principal place of business or the office where it keeps its records
concerning accounts and contract rights.

(c) Borrower shall promptly notify the Lenders of any litigation or dispute
threatened against or affecting Borrower or the Property which, if adversely
determined, would have a material adverse effect upon the financial condition or
business of Borrower. Lenders may (but shall not be obligated to), without prior
notice to Borrower, commence, appear in, or defend any action or proceeding
purporting to affect the Loans, or the respective rights and obligations of
Lenders and Borrower pursuant to this Agreement. Lenders may (but shall not be
obligated to) pay all necessary expenses, including reasonable attorneys153 fees
and expenses incurred in connection with such proceedings or actions described
in the preceding sentence, which Borrower agrees to repay to Lenders upon
demand, subject to Section 5.06 hereof.

Section 5.11. ERISA Compliance. Borrower
will comply with all of the applicable funding and other requirements of ERISA
as such requirements relate to the Plans of Borrower, if any. Borrower will not
at any time permit any Plan maintained by it to engage in any “prohibited
transaction” as such term is defined in Section 4975 of the Code; incur any
“accumulated funding deficiency” as such term is defined in Section 302 of
ERISA; or terminate any such Plan in a manner which could result in the
imposition of a lien or charge upon or encumbrance of the property of Borrower
pursuant to ERISA.

Section 5.12. Indemnification.

(a) Borrower agrees to indemnify, protect, hold harmless and defend Lenders,
their direct and indirect members, and affiliates and each of their respective
directors, managers, officers, employees, lenders, representatives, consultants
and attorneys (each, a “Covered Person”), from and against any and all losses,
liabilities, suits, actions, obligations, fines, damages, judgments, penalties,
claims, causes of action, charges, costs and expenses (including attorneys153
fees, disbursements and court costs prior to trial, at trial and on appeal)
which may be imposed on, incurred or paid by, or asserted against a Covered
Person by

reason or on account of, or in connection with, (i) any misconduct of
Borrower or any Default or Event of Default hereunder; (ii) any breach of any
representation or covenant of Borrower in any of the Loan Documents; (iii) the
acquisition, construction, reconstruction or alteration of the Property; (iv)
any gross negligence of Borrower or any gross negligence or willful misconduct
of any tenant, or any other occupant or invitee of the Property or any of their
respective lenders, contractors, subcontractors, servants, directors, managers,
officers, employees, licensees or invitees; (v) any accident, injury, death or
damage to any person or property occurring in, on or about the Property or the
Project or any street, drive, sidewalk, curb or passageway adjacent thereto,
except to the extent that the same results directly from the willful misconduct
or gross negligence of a Lender; (vi) any claim by a tenant pursuant to the
terms of its lease, if any; (vii) any claim by any broker or lender of Borrower
for the payment of a commission or fee by reason of the execution of this
Agreement or the disbursement of the Loans; or (viii) any allegation or charge
whatsoever of negligence, misfeasance, or nonfeasance of Lenders in whole or in
part, pertaining to any defect in the Property, and particularly, any failure of
Lenders or any lender, officer, employee or representative of Lenders, to note
any defect in materials or workmanship or of physical conditions or failure to
comply with the Plans and Specifications or any ordinances, statutes or other
governmental requirements, or to call to the attention of any person whatsoever,
or take any action, or to demand that any action be taken, with regard to any
such defect or failure or lack of compliance. However, the foregoing indemnities
shall not apply to any Covered Person to the extent the subject of the
indemnification is caused by or arises solely and directly out of the gross
negligence or willful misconduct of such Covered Person.

(b) Any amount payable to a Covered Person under this Section 5.12 shall be
due and payable upon demand therefor and receipt by Borrower of a statement
setting forth in reasonable detail the amount claimed and the basis therefor.
Borrower153s obligations under this Section 5.12 shall not be affected by the
absence or unavailability of insurance covering the same or by the failure or
refusal of any insurance carrier to perform any obligation on its part under any
such policy of insurance. If any claim, action or proceeding is made or brought
which is subject to the indemnity set forth in this Section 5.12, Borrower shall
resist or defend against the same, in its own name or, if necessary, in the name
of the applicable Covered Person, by attorneys for Borrower153s insurance carrier
(if the same is covered by insurance) or otherwise by attorneys retained by
Borrower. Notwithstanding the foregoing, the applicable Covered Person, in such
Person153s discretion, unless it approves of the attorneys provided by Borrower or
Borrower153s insurance carrier (which approval shall not be unreasonably withheld
or delayed), may engage its own attorneys to resist or defend, or to assist
therein, and Borrower shall pay, or, on demand, shall reimburse such Person for
the payment of, all reasonable fees and disbursements of said attorneys. All
obligations set forth in this Section 5.12 shall survive payment of the
indebtedness secured hereby.

Section 5.13. Compliance with Laws and
Covenants.

(a) Borrower will observe and comply with all laws, statutes, codes, acts,
ordinances, orders, judgments, decrees, injunctions, rules, regulations,
certificates, franchises, permits, licenses, authorizations, contracts,
directions and requirements (including without limitation any of the foregoing
relating to environmental standards or controls) of all Governmental Authorities
applicable to Borrower or the Property, including

but not limited to the DCCED Grant Agreement, except any failure to observe
or comply that would not reasonably be expected to have a Material Adverse
Effect.

(b) Upon request of the Lenders, Borrower shall deliver to Lenders copies of
all permits, licenses, authorizations, certifications, and/or contracts that are
required to construct and operate the Improvements, and any extensions,
renewals, re-issuances, modifications or amendments thereof.

Section 5.14. Environmental Compliance and
Indemnity.

(a) Borrower will not release (or permit the release of) any hazardous
substance on the Property in material contravention of Applicable Environmental
Laws. The terms “hazardous substances” and “release” will have the meanings
defined in Section 4.09 hereof. In addition, Borrower will observe and comply
with all Applicable Environmental Laws, in all material respects, including
without limitation the removal from or under the Property constituting immovable
property of any material amount of hazardous substances or solid wastes (as
defined elsewhere in this Agreement). Borrower will give notice to the Lenders
as soon as reasonably possible and in no event more than fifteen (15) days after
it receives any compliance orders, environmental citations, or other notices
from any Governmental Authority relating to any environmental condition relating
to its properties or elsewhere for which it may have legal responsibility, with
a full description thereof; Borrower agrees to take any and all reasonable steps
and to perform any and all reasonable actions necessary or appropriate to
promptly comply with any such citations, compliance orders or other Applicable
Environmental Laws requiring it to remove, treat or dispose of such hazardous
materials, wastes or conditions at the sole expense of Borrower and to provide
Lenders with satisfactory evidence of such compliance; provided, that nothing
contained herein will preclude Borrower from contesting any such compliance
orders or citations if such contest is made in good faith, and appropriate
reserves are established for the payment for the cost of compliance therewith.
Notwithstanding the foregoing provisions, Borrower has informed the Lenders that
it or its affiliated tenant intends to utilize in connection with routine
business operational activities at the Property, commercial products generally
available to the public or routinely used in Borrower153s business which contain
varying degrees of hazardous substances that are permitted by Applicable
Environmental Laws. The Lenders acknowledge such intended use and agree that
such use shall not constitute a breach of the covenants and agreements set forth
herein, provided such hazardous substances are used for their intended purpose
in accordance with this Agreement and all Applicable Environmental Laws.

(b) Borrower will defend, indemnify and hold Lenders, their direct and
indirect members and affiliates, and their respective directors, officers,
members, lenders and employees harmless from and against all claims, demands,
causes of action, liabilities, losses, costs and expenses (including, without
limitation, costs of suit, reasonable attorneys153 fees and fees of expert
witnesses) arising from or in connection with (i) the presence on or under the
Property of any hazardous substances or solid wastes (as defined elsewhere in
this Agreement), or any releases or discharges of any hazardous substances or
solid wastes on, under or from the Property; (ii) any activity carried on or
undertaken on or off the Property, whether prior to or during the term of this
Agreement, and whether by Borrower or any predecessor in title or any officers,

employees, lender, contractors or subcontractors of Borrower or any
predecessor in title, or any third persons at any time occupying or present on
the Property, in connection with the handling, use, generation, manufacture,
treatment, removal, storage, decontamination, clean up, transport or disposal of
any hazardous substances or solid wastes at any time located or present on or
under the Property; (iii) any breach of any environmental representation,
warranty or covenant under the Loan Documents; or (iv) any loss sustained due to
any portion of the Property being considered “wetlands,” as such term is defined
by applicable federal law. The foregoing indemnity will further apply to any
residual contamination on or under the Property, or affecting any natural
resources, and to any contamination of any property or natural resources arising
in connection with the generation, use, handling, storage, transport or disposal
of any such hazardous substances or solid wastes not undertaken in accordance
with Applicable Environmental Laws; provided, that such indemnity will not apply
to any releases that occur following the date that the Property is transferred
by Borrower solely as a result of the actions of any other Person other than
Borrower. Without prejudice to the survival of any other agreements of Borrower
hereunder, the provisions of this Section will survive the final payment of all
Indebtedness and the termination of this Agreement and will continue thereafter
in full force and effect.

Section 5.15. Construction Covenants. In
addition to the covenants of Borrower otherwise set forth in this Agreement,
Borrower hereby agrees that, so long as any part of the Indebtedness is
outstanding, unless compliance shall have been waived in writing by Lenders,
Borrower shall at all times comply with the following covenants:

(a) Commencement and Completion of Project.
Borrower (i) has commenced and will hereafter cause to be prosecuted with
diligence and continuity the permitting, site acquisition, component fabrication
and purchase, construction of the Improvements, and the acquisition and
installation of all equipment and other Property required for the Project, in
accordance with the Construction Schedule, the Project Budget, and the Plans and
Specifications; (ii) promptly correct or cause to be corrected any defect in the
Property with respect to the Project, any material departure in the construction
or installation of the Improvements and other Property with respect to the
Project from the Plans and Specifications, governmental requirements, or any
encroachment by any part of the Improvements or other Property with respect to
the Project on any building line, easement, property line, or restricted area;
(iii) cause the Project to be completed in good and workmanlike manner; and (iv)
promptly notify Lenders of any lien filed by any Contractor, any subcontractor,
supplier or laborer or of Borrower153s knowledge that any Contractor or any
subcontractor, has failed to pay amounts due following the funding of any
advance for the payment of same. Notwithstanding anything to the contrary in
this Agreement, the Project (or either of Phase I or Phase II of the Project) or
an Alternative Qualified Project shall not be deemed to have been fully
completed in accordance with this Agreement (“Completion” or “Completion of the
Project”) until all necessary certificates, licenses, consents and other
approvals of Governmental Authorities have been issued or made with respect to
the completion of the Project (or the applicable phase thereof), the Alternative
Qualified Project, if applicable, and the operation of the Project or
Alternative Qualified Project, as applicable. Borrower will use its best
reasonable efforts to complete Phase I of the Project not later than the
Scheduled Completion Date for Phase I and to complete Phase II of the Project
not later than the Scheduled Completion Date of Phase II of the Project.

(b) Construction Schedule. Borrower shall promptly
notify Lenders of any modifications to the Construction Schedule which may cause
any material delay in the expenditure of funds from the Disbursement Account or
in the Scheduled Completion Date for either phase of the Project; provided that
such notice shall not constitute a waiver by the Lenders of any requirements set
forth in the Loan

Documents. Upon the occurrence of any material delays that may cause Borrower
not to be in compliance with any of its representations, warranties or covenants
in Section 4.18 or Section 5.18 hereof, if any proceeds remain in the
Disbursement Account, Borrower shall designate one or more of the Alternative
Qualified Project(s) to which proceeds in the Disbursement Account are to be
applied (to the extent necessary

to avoid or cure such non-compliance), and subject to (i) Lenders153 approval
(not to be unreasonably withheld) of the plans and specifications, budget, and
expenditure and completion timeline for such Alternative Qualified Project(s),
(ii) receipt by Lenders of an agreed-upon procedures report similar in form to
the QALICB Report, an update to the Financial Projections, and a legal opinion
confirming that the application of funds to such Alternative Qualified
Project(s) should not impair the status of the Loans as QLICIs, and (iii)
execution by Borrower and Guarantor of such amendments or supplements to this
Agreement and/or the other Loan Documents as Lenders may reasonably require to
reflect the parties153 rights and obligations with respect to such Alternative
Qualified Project(s), Lenders shall permit funds in the Disbursement Account (to
the extent provided immediately above) to be used for costs and expenses related
to such Alternative Qualified Project(s), in accordance with the plans and
specifications, budget, and expenditure and completion timeline approved by
Lenders. In the event that, following any such material delays, one or more
Alternative Qualified Projects are not approved for funding in a manner and on a
timeline that, in the judgment of Lenders, would avoid or cure such
non-compliance with Borrower153s representations, warranties, or covenants in
Section 4.18 or Section 5.18 hereof, such circumstance shall be deemed an Event
of Default hereunder.

(c) Land. Borrower shall acquire rights to the Land
as required to complete the Project and operate the Project thereon in
accordance with all applicable governmental requirements for the useful life of
the Project, and shall provide evidence thereof to Lenders, upon request.

(d) Plans and Specifications. The Plans and
Specifications shall materially comply (and the Improvements and other Property
with respect to the Project when constructed and installed in accordance with
the Plans and Specifications, will comply) with all applicable federal, state
and local laws, statutes, codes, ordinances, orders, rules, and regulations and
interpretations thereof, including those relating to erosion control, land use
and development, subdivision of property, environmental matters, zoning, fire
safety, and structural, architectural or other features of buildings or other
improvements to property or the uses thereof (including those regulating or
requiring access or special facilities for disabled persons). The Plans and
Specifications shall be delivered to the Construction Inspector as available and
upon request, to the Disbursing Agent, the Investor, and/or the Lenders.

(e) Improvements and Property. Neither the
construction of the Improvements nor the installation or use of the Property
with respect to the Project, nor the operation of the Project when the Project
has been completed, will materially violate (a) any applicable federal, state or
local law, statute, code, ordinance, order, rule, or any regulation and
interpretation thereof; or (b) any building permits, restrictions or record, or
any agreement affecting the Property with respect to the Project or any part
thereof, including without limitation, the Construction Documents. Without
limiting the foregoing, all authorizations, approvals,

consents, licenses, permits, exemptions of, registrations and filings with,
and reports to a Governmental Authority required to complete the Project in
accordance with the Plans and Specifications and to operate the Project thereon
have been or shall be obtained prior to the commencement of any work for which
such Governmental Approval is required. All permits and licenses required for
the use or operation of the Project which cannot be obtained until construction
or installation of the Improvements or Property is completed can be obtained if
the Improvements and Property are completed and installed in accordance with the
Plans and Specifications.

Section 5.16. Appraisal. Lenders shall have
the right to have the Borrower153s Property and/or the Borrower153s going concern
value appraised at Borrower153s expense any time during the term of the Loans if
(a) an Event of Default has occurred, (b) Borrower requests an extension or
material modification of the Loans (including but not limited to any request to
apply Loan proceeds to any Alternative Qualified Investment), or (c) any
material damage or destruction of the Property occurs.

Section 5.17. Accounts. Borrower shall
maintain the Disbursement Account with U.S. Bank, National Association.

Section 5.18. New Markets Tax Credit Program
Affirmative Covenants. As of the date hereof and throughout the term of
the Loans, Borrower hereby covenants to Lenders as follows:

(a) At the direction of the Lenders, the Borrower shall prepare and submit,
as appropriate, to the Secretary of the Treasury or the IRS (or any other
governmental authority designated for such purpose), on a timely basis, any and
all annual reports, information returns and other certifications and information
required to avoid any Recapture Event or the imposition of penalties or interest
on the Lenders or any of its direct or indirect members for failure to comply
with NMTC Law in connection with the Loans, the Project or any Alternative
Qualified Project replacing the Project;

(b) Borrower shall provide such information and sign such documents as are
necessary for the Lenders and their members to make timely, accurate and
complete submissions of (i) federal and state income tax returns, (ii) reports
to governmental agencies, and (iii) any other reports required to be delivered
by the Lenders and their members, with respect to the Loans, the Project or any
Alternative Qualified Project replacing the Project;

(c) Borrower shall promptly provide Lenders and their members with notice of
any (i) material default or failure of compliance with respect to any other
financial, contractual or governmental obligation of Borrower or Guarantor; (ii)
IRS proceeding regarding the Project, Guarantor, or Borrower; (iii) material
litigation, criminal action or administrative proceeding against Borrower or
Guarantor; or (iv) communication from any other lender or Governmental Authority
received by Borrower or Guarantor which, in each case, is not in the ordinary
course of business and which is reasonably expected to have a Material Adverse
Effect;

(d) Borrower shall maintain its status as a QALICB and shall operate the
Business and the Project in a manner that satisfies, and shall continue to
satisfy, all restrictions applicable to the Business and the Project generating
New Markets Tax Credits;

(e) With respect to the current taxable year and any taxable year during the
term of the Loans, at least fifty percent (50%) of the total gross income of
Borrower will be derived from the active conduct of its trade or business within
those Project Census Tracts that constitute Low-Income Communities;

(f) With respect to the current taxable year and any taxable year during the
term of the Loans, at least fifty percent (50%) of the use of the tangible
property of Borrower (whether owned or leased) will be within those Project
Census Tracts that constitute Low-Income Communities; (for purposes of this
representation, the percentage of tangible property owned or leased by Borrower
during the taxable year in those Project Census Tracts that constitute
Low-Income Communities; shall be determined based on a fraction (i) the
numerator of which is the Average Value of the tangible property used by
Borrower within those Project Census Tracts that constitute Low-Income
Communities, and (ii) the denominator of which is the Average Value of all of
the tangible property owned or leased by Borrower and used by Borrower during
the taxable year); provided, however, that for any taxable year in which
Borrower has no employees, at least eighty-five percent (85%) of the use of the
tangible property of Borrower (whether owned or leased) will be within the
Project Census Tracts that constitute Low-Income Communities. Borrower shall
provide a true, correct and complete list of tangible property owned or leased
by Borrower and a description of where such property is used by Borrower. To the
extent that any tangible property is used outside of those Project Census Tracts
that constitute Low-Income Communities, Borrower shall provide, the cost basis
of all property owned by Borrower and the estimated value of any leased property
and the basis of such estimate and the business hours of usage of Borrower’s
property within and without such Project Census Tracts. Borrower shall retain
records of the foregoing throughout the term of the Loans;

(g) With respect to the current taxable year and any taxable year during the
term of the Loans, less than five percent (5%) of the average of the unadjusted
basis of the property of Borrower shall be attributable to Nonqualified
Financial Property. Borrower shall provide to Lenders a true, correct, and
complete listing of any Nonqualified Financial Property owned by Borrower,
including therein the unadjusted basis of such property, and shall maintain
records thereof throughout the term of the Loans;

(h) Borrower reasonably anticipates that the proceeds of the Loans shall be
disbursed for Project Costs by December 31, 2012 (excluding the $1,000,000 hold
back required pursuant to Appendix I and unused Phase I contingency);

(i) With respect to the current taxable year and any taxable year during the
term of the Loans in which Borrower has one or more employees providing services
(or a Borrower Affiliate153s employees engaged primarily in providing services to
Borrower), at least fifty percent (50%) of the services performed for Borrower
by such employees will be within those Project Census Tracts that constitute
Low-Income Communities (for purposes of this representation, this percentage is
determined based on a fraction, the numerator of which is the total amount paid
by Borrower for employee services performed in those Project Census Tracts that
constitute Low-Income Communities during the taxable year, and the denominator
of which is the total amount paid by Borrower for employee services during the
taxable year). Borrower shall provide a list of employees providing services,
including a general description of services provided, and if applicable
compensation paid for services rendered within and without such Project Census
Tracts;

(j) With respect to the current taxable year and any taxable year during the
term of the Loans, less than five percent (5%) of the aggregate unadjusted basis
of Borrower153s property shall be attributable to Collectibles;

(k) At no time during the term of the Loans shall any of the Property be used
as, or converted into, Residential Rental Property;

(l) With respect to the current taxable year and any taxable year during the
term of the Loans, Borrower shall engage solely in a Qualified Business;

(m) With respect to the current taxable year and any taxable year during the
term of the Loans, the trade or business of a tenant or subtenant (if any) shall
consist solely of a Tenant Qualified Business;

(n) No portion of the Loan Proceeds shall be used directly or indirectly with
respect to a “qualified low-income building” as defined for purposes of Section
42 of the Code;

(o) Borrower shall not be a bank, credit union or other financial
institution;

(p) Assuming that each Lender is a qualified community development entity
under Section 45D of the Code, the Loans and each advance thereunder will
constitute a QLICI;

(q) Borrower shall not enter into any transaction or series of transactions
the principal purpose of which is to achieve a result that is inconsistent with
the purposes of Code Section 45D or Treasury Regulation Section 1.45D-1(g)(1);

(r) Borrower shall not discontinue conducting business or change the nature
of, or manner in which it conducts, its business in any way that would cause to
be untrue any of the representations, warranties or covenants set out in this
Section 5.18 and Section 4.12 of this Agreement;

(s) Borrower is and shall be classified as a corporation which is not
disregarded as separate from another entity for federal income tax purposes;

(t) The Borrower shall continue to generate gross revenues;

(u) All Loan proceeds shall be used solely for the Closing Dividend, the
acquisition, development, equipping, furnishing, leasing and operation of the
Project and related transaction costs, unless otherwise approved by Lenders in
accordance with this Agreement. Borrower will use one hundred percent (100%) of
the proceeds of the Loans for the purposes described herein and, as of the
Closing Date, reasonably anticipates that it will expend the proceeds of each
advance of the Loans within one year of the advance;

(v) The Borrower will treat the Loans as indebtedness for all purposes, and
will not take any positions contrary to such treatment;

(w) Borrower shall provide all information, reports and statements reasonably
requested by Lenders for purposes of Lenders153 reporting requirements pursuant to
the Allocation Agreement to monitor compliance with Section 45D of the Code, and
to measure the community benefit of the Loans within twenty (20) Business Days
after request therefor, including but not limited to the following with respect
to the Borrower:

(i) provide an estimate of the number of construction jobs involved in the
development of the Project, including the jobs held by low-income persons or
residents of Low-Income Communities to the extent the latter information is
available, and a breakdown of the construction jobs based upon wages;

(ii) an estimate of the number of full-time equivalent jobs as of the date
hereof, and the projected full-time equivalent jobs to be created or retained,
and within forty-five (45) days of the close of each tax year, the jobs actually
created or retained as a result of the financing, including an estimate of the
number of permanent jobs held by low-income persons or residents of Low-Income
Communities to the extent the latter information is available, and a breakdown
of such jobs based on wages;

(iii) the number of households and businesses subscribing to broadband
service that receive new or improved access and the number of educational,
library, healthcare, and public safety providers receiving either new or
improved access to broadband service; and

(iv) at closing of the Loans, the annual gross revenues of Borrower as of its
fiscal year end prior to the closing, and within 120 days of the close of each
tax year, the annual gross revenues of Borrower for each preceding tax year.

(x) Borrower shall promptly notify Lender of any noncompliance with this
Section 5.18 (excluding clause (y));

(y) Borrower agrees to cooperate with Lenders by providing such other
incidental information as may be reasonably requested by the Lenders for
purposes of their communications and publicity regarding the Loans, provided
that the failure of Borrower to provide information under this subsection shall
not result in the imposition of any penalties on Borrower or an Event of Default
or Default hereunder;

(z) Borrower agrees it will not, without Lenders153 prior written consent
(which consent will not be unreasonably withheld), enter into, materially modify
or terminate, the Leases, or any lease of a substantial portion of the Property,
or any other lease, that in such case is reasonably expected to have a Material
Adverse Effect, and in no event shall any leases, amendments or subleases be
entered into that would adversely affect the Lenders153 compliance with the New
Markets Tax Credit covenants contained in this Section 5.18; provided that the
Lenders hereby approve (i) the Leases, (ii) replacement leases to a Borrower
Affiliate in substantially the same form as the applicable Lease, and (iii) the
assignment of any of the Leases to a Borrower Affiliate;

(aa) Borrower shall not permit a change in control or ownership of interests
in Borrower which would result in Investor or any Lender having NMTC Control of
Borrower;

(bb) Borrower acknowledges and agrees that the Lenders may share all
information pertaining to the Loans, Borrower and the Project with the CDFI
Fund, the Investor, Lenders153 members, as permitted pursuant to Section 9.19 of
this Agreement, or as required by law; provided that the parties shall not at
any time disclose trade secrets or other proprietary information of the Borrower
or its Affiliates;

(cc) Borrower shall promptly supply the Lenders with any reports, records,
statements, documents or other information reasonably requested by the Lenders
in connection with responding to any request by the CDFI Fund and the US
Department of Treasury with respect to the Loans, the Project or any Alternative
Qualified Project replacing the Project, including any request pursuant to
Section 6.3 or Section 6.5 of the Allocation Agreement (e.g., financial and
activity reports, records, statements, documents and other information for
purposes of ensuring compliance with this Section 5.18) as may be required to
comply with NMTC Law, with respect to the Loans, the Project or any Alternative
Qualified Project replacing the Project, and shall promptly cooperate with the
Lenders to enable the Lenders to comply with all of the requirements of the
Allocation Agreement. In connection therewith, Borrower shall maintain records
throughout the term of the Loans of:

(i) the activities and services performed by employees and the administration
of their employment (including where their services are performed and, in
instances where such employees also perform services for persons or entities
other than Borrower, the allocation of their time between Borrower and any such
other person or entity) that are sufficient to establish compliance with the
requirements of this Section 5.18;

(ii) the average values and locations of tangible personal property of
Borrower that are sufficient to establish compliance with the requirements of
this Section 5.18; and

(iii) the unadjusted bases of the property of Borrower generally and in
particular, any Collectibles and any Nonqualified Financial Property it may own,
that are sufficient to establish compliance with the requirements of this
Section 5.18;

(dd) Borrower shall collaborate with the Lenders with respect to the response
to be made to any 90-day notice of noncompliance and ability to cure the
provisions of this Section 5.18 provided by the CDFI Fund to the Lenders
pursuant to Section 8.6 of the Allocation Agreement;

(ee) Borrower shall cooperate with the Lenders in seeking any waiver or
extension sought by the Lenders with respect to a Recapture Event (regardless of
whether or not Borrower has violated any covenants provided herein or failed to
act as directed by the Lenders), pursuant to Treas. Reg. Section 1.45D-1(e)(5)
and Rev. Proc. 2011-1, 20011-1 I.R.B. 1, as amended or supplemented;

(ff) Borrower shall not by its action (including but not limited to a
prepayment of the Loans during the Compliance Period) or inaction cause a
Recapture Event;

(gg) Borrower shall agree to any modifications of the foregoing requirements
reasonably required to maintain compliance with NMTC Law as determined by
Lenders; provided that such modifications do not materially adversely impact the
economic terms and conditions of the Loans or Borrower153s obligations hereunder
in any material manner; and

(hh) Borrower shall provide the Lenders a QALICB compliance certification by
February 28 of each fiscal year (or at such times as otherwise requested by
Lenders) substantially in the form attached hereto as Exhibit H to
confirm compliance with this Section 5.18.

(ii) Each of Ginsberg Jacobs, LLC, Future Unlimited Law PC, Polsinelli
Shughart PC, Mark D. Foster and SNR Denton US LLP are hereby permitted to rely
on the Borrower153s covenants contained herein in connection with the issuance of
corporate, enforceability, federal income tax and other transaction opinions to
the Fund, the Investor and the Lender.

ARTICLE VI

NEGATIVE COVENANTS

Unless the Lenders153 prior written consent to the contrary is obtained,
Borrower will at all times comply with the covenants contained in this Article
VI, from the date hereof and for so long as any part of the Indebtedness is
outstanding.

Section 6.01. Debts, Guaranties and Other
Obligations. Borrower will not incur, create, assume or in any manner
become or be liable in respect of any Debt which would reasonably be expected to
have a Material Adverse Effect on the Borrower, whether direct or contingent,
except for: (a) the Indebtedness to Lenders under the Loan Documents; or (b)
Debt previously disclosed to Lenders, set forth on Schedule 1 attached
hereto.

Section 6.02. Liens. Borrower will not
create, incur, assume or permit to exist any Lien on any of the Collateral now
owned or hereafter acquired, except for: the pledge of the Collateral and any
other Liens on the Collateral in favor of Lenders to secure the Indebtedness of
Borrower to Lenders under the Loan Documents and Permitted Liens.

Section 6.03. Reserved.

Section 6.04. Merger and Sale of Property.
Borrower will not acquire, merge with or consolidate with any Person (whether or
not such acquisition, merger, or consolidation requires any capital expenditures
on the part of Borrower). Borrower will not suffer or permit any amendment to
Borrower153s organizational documents that would have a material adverse effect on
Lenders. Borrower will not sell, assign, lease, exchange, transfer, convey or
otherwise dispose of (whether in one transaction or in a series of transactions)
all or substantially all of the Property to any Person, provided that the
Lenders hereby consent to the Leases.

Section 6.05. ERISA Compliance. Borrower
will not at any time permit any Plan maintained by it to engage in any
“prohibited transaction” as such term is defined in Section 4975 of the Code;
incur any “accumulated funding deficiency” as such term is defined in Section
302 of ERISA; or terminate any such Plan in a manner which could result in the
imposition of a Lien on the property of Borrower pursuant to Section 4068 of
ERISA.

Section 6.06. Change of Control. Borrower
shall not permit a Change of Control to occur.

ARTICLE VII

CONDITIONS OF LENDING

Section 7.01. Conditions of Loan Advance.
The obligation of the Lenders to close and fund the Loans is subject to the
accuracy of each and every representation and warranty of Borrower contained in
this Agreement, and to the receipt by the Lenders of the following on or before
the Closing Date, all of which will be satisfactory in form and substance to the
Lenders:

(a) Agreement. Duly executed counterpart of this
Agreement signed by all the parties hereto;

(b) Notes. Duly executed Notes signed by Borrower;

(c) Loan Documents. Duly executed counterparts or
originals of all of the Loan Documents signed by all parties thereto;

(d) Formation and Other Documents. (i) Articles of
organization and bylaws of Borrower and Guarantor, together with all amendments,
certified by the Alaska Secretary of State, together with a certificate of good
standing as to Borrower and Guarantor from the Alaska Secretary of State; and
(ii) Resolutions of Borrower and Guarantor authorizing the execution of the Loan
Documents to which it is a party certified correct and complete by an authorized
officer of Borrower or Guarantor, as applicable;

(e) Opinion of Counsel. One or more opinions of
counsel to Borrower and Guarantor addressed to the Lenders, in form and
substance acceptable to the Lenders;

(f) Qualified Equity Investment. Fund will have
closed and funded the Fund QEI;

(g) Current Financial Statements. Audited financial
statements for GCI with respect to fiscal year 2010;

(h) Construction Documents. Executed copies of all
applicable Construction Documents, to the extent in effect as of the date
hereof;

(i) New Markets Tax Credits Program. Compliance and
debarment certificates and all other instruments reasonably required by Lenders153
counsel;

(j) Insurance Policies. Insurance policies or
certificates required by this Agreement;

(k) Project Budget. The detailed line item cost
breakdown of land costs, construction costs (hard costs), equipment and
installation costs, and all other related indirect development costs (soft
costs), including working capital, construction period interest reserve and
contingency and a schedule of values;

(l) Construction Schedule. The Construction
Schedule from the date hereof through Completion of the Project;

(m) Plans and Specifications. Upon request of a
Lender, current engineering drawings and specifications, including any
revisions, amendments and addenda as required to complete the construction of
the Improvements, and the installation of equipment and other Property with
respect to the Project;

(n) Permits. Appropriate permits and such other
licenses prerequisite to authorize the construction of the Project in accordance
with the Plans and Specifications, the acquisition and installation of equipment
and other Property with respect to the Project, and the operation of the Project
thereon, to the extent issued as of the date hereof;

(o) Leases. The Leases; and

(p) Other. The satisfaction of all other applicable
provisions under Article II hereof and all other requirements and conditions
reasonably imposed by Lender.

Section 7.02. Disbursements. Any and all
disbursements from the Disbursement Account are subject to the satisfaction of
the conditions precedent set forth in Appendix I to the Credit Agreement, which
is incorporated herein by reference. Disbursements from the Disbursement Account
shall be made in accordance with the procedures set forth in Appendix I.

Section 7.03. Limitations of Obligations and
Liability. No decision, approval or consent by Disbursing Agent or
Lenders of a request for disbursement shall be deemed to be an approval or
acceptance by any of them of any plans, specifications, work or materials done
or furnished, or equipment or property purchased, with respect to the Project,
or a representation by any of them as to the fitness of such plans,
specifications, work, materials, equipment, or property. Disbursing Agent,
Lenders, and their direct and indirect members, and their officers, directors,
employees and agents, shall have no liability to Borrower, any Lender, or any
other Person with respect to any decision, approval or consent made or provided
by Disbursing Agent, or Lenders in connection with a request for disbursement.
Any and all inspections of the Project made by Disbursing Agent, Lenders or
their agents, employees and/or designees shall be solely for the Disbursing
Agent153s and the Lenders153 own information and shall not be deemed to have been
made for or on account of Borrower or any other Person. Borrower hereby
specifically relieves the Disbursing Agent and Lenders of any and all liability
or responsibility in any way relating to the construction of the Improvements,
including without limitation the work performed thereon, the labor, services or
material supplied in connection therewith and any errors, inconsistencies or
other defects in the Plans and Specifications heretofore or hereafter accepted
by the Lenders or the Disbursing Agent.

Section 7.04. No Liability for Liens. The
Disbursing Agent and the Lenders shall not be responsible, liable or obligated
to the Contractors or any other Person for services or work performed or goods
delivered by any of them, or employed, directly or indirectly, in the
construction of the Improvements or the acquisition or installation of the
equipment or other Property required for the Project, or for any debts or claims
whatsoever accruing in favor of any such parties and against Borrower or others.
It is distinctly understood and expressly agreed that the relationship between
the Lenders and Borrower is that of creditor and

debtor, respectively, and that Borrower is not and shall not be an agent of
the Lenders (or the Disbursing Agent) for any purpose whatsoever. Without
limiting the generality of the foregoing, disbursements made at the Lenders153 (or
Disbursing Agent153s) option directly to any Contractor, or to any other Person,
shall not be deemed a recognition by the Lenders or Disbursing Agent of any
third-party beneficiary status of any such Person.

Section 7.05. No Representations. By
accepting or approving anything required to be performed or given to Disbursing
Agent or the Lenders under the Loan Documents, including any certificate,
financial statement, survey, appraisal or insurance policy, the Disbursing Agent
and the Lenders shall not be deemed to have warranted or represented the
sufficiency or legal effect of the same, and no such acceptance or approval
shall constitute a warranty or representation by the Disbursing Agent or the
Lenders to any Person. Disbursing Agent and Lenders may accept documents in
connection with the Loan Documents and Draw Requests (as defined in Appendix I)
which appear on their face to be in order, without responsibility for further
investigation, provided that Disbursing Agent and the Lenders believe in good
faith that such documents are valid, sufficient, and genuine.

ARTICLE VIII

DEFAULT

Section 8.01. Events of Default. Any of the
following events will be considered an “Event of Default” as that term is used
herein.

(a) Payments Under the Notes. Borrower fails to
make payment when due of any principal, interest or other payment obligation due
on the Notes, or under the Loan Documents, and such failure remains more than
five days after written notice of non-payment (which notice may be sent by
ordinary mail, fax or e-mail) is given by the Lenders to Borrower.

(b) Representations and Warranties. Any
representation or warranty made by Borrower or Guarantor contained in the Loan
Documents proves to have been incorrect in any material respect as of the date
thereof; or any representation, or certificate furnished or made to the Lenders
by any Person (other than a Lender) under the Loan Documents proves to have been
untrue in any material respect as of the date stated or certified, and such
Default continues uncured for a period of 15 days after written notice of such
Default (specifying the Default) is given by Lenders to the Borrower or
Guarantor.

(c) Other Indebtedness to the Lenders. Borrower
defaults in the payment of any amounts due to any of the Lenders relating to any
Debt of Borrower to any of the Lenders (other than the Loans) in excess of
$500,000, and any grace period applicable to such default has elapsed, and such
Default continues uncured for a period of 15 days after written notice of such
Default (specifying the Default) is given by the applicable Lender to Borrower.

(d) Other Debt to Another Lender. Borrower defaults
in the payment of any amounts due to any Person (other than to a Lender)
relating to any Debt of Borrower to any Person (other than a Lender), which Debt
is in excess of $500,000 and any grace period applicable to such default has
elapsed.

(e) Involuntary Bankruptcy or Receivership
Proceedings. A receiver, conservator, liquidator or trustee of
Borrower or Guarantor, or of any substantial portion of its property is
appointed by order or decree of any court or agency or supervisory authority
having jurisdiction; or an order for relief is entered against Borrower or
Guarantor under the Federal Bankruptcy Code; or any material portion of any
property of Borrower or Guarantor is sequestered by court order and such order
remains in effect for more than 30 days after such party obtains knowledge
thereof; or a petition is filed against Borrower or Guarantor under any state,
reorganization, arrangement, insolvency, readjustment of debt, dissolution,
liquidation or receivership law of any jurisdiction, whether now or hereafter in
effect, and such petition is not dismissed within 60 days.

(f) Voluntary Petitions. Borrower or Guarantor
files a case under the Federal Bankruptcy Code or seeks relief under any
provision of any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation law of any jurisdiction,
whether now or hereafter in effect, or consents to the filing of any case or
petition against it under any such law.

(g) Assignments for Benefit of Creditors. Borrower
or Guarantor makes an assignment for the benefit of its creditors, or admits in
writing its inability to pay its debts generally as they become due, or consents
to the appointment of a receiver, trustee or liquidator of Borrower or
Guarantor, or of all or any substantial part of Borrower153s or Guarantor153s
property.

(h) Undischarged Judgments. Judgment for the
payment of money in excess of $500,000 (which is not covered by insurance) is
rendered by any Governmental Authority against Borrower, and Borrower does not
discharge the same or provide for its discharge in accordance with its terms, or
procure a stay of execution thereof within 30 days from the date of entry
thereof, and within said 30-day period or such longer period during which
execution of such judgment will have been stayed, appeal therefrom and cause the
execution thereof to be stayed during such appeal while providing such reserves
therefor as may be required under generally accepted accounting principles, and
such Default continues uncured for a period of 15 days after written notice of
such Default (specifying the Default) is given by the Lenders to Borrower.

(i) Delay in Scheduled Completion Date. Work on the
Project (or an Alternative Qualified Project) shall be substantially abandoned,
or shall, by reason of Borrower153s fault, be discontinued for a period of more
than sixty (60) days, or construction shall be delayed for any reason whatsoever
to the extent that Completion of Phase I of the Project (or an Alternative
Qualified Project) cannot, in the reasonable judgment of Lenders, be
accomplished on or before the applicable Scheduled Completion Date. If there is
a delay that would otherwise result in an Event of Default under the foregoing
provisions, then if (i) the Borrower proposes

one or more Alternative Qualified Projects that would utilize the Loan funds
prior to the Phase I Scheduled Completion Date and consistent with NMTC Program
Requirements (as determined by Lenders in good faith, based on the advice of
counsel) and provides all due diligence documentation for such Alternative
Qualified Project(s) within thirty (30) days following written notice, and (ii)
Lenders shall have approved such Alternative Qualified Project(s) (which
approval shall not be unreasonably withheld) and Borrower and Guarantors shall
have entered into any amendments to the Loan Documents (and any other
transaction documents) reasonably required by Lenders to reflect the use of Loan
proceeds to finance such Alternative Qualified Project(s) within sixty (60) days
following such written notice, such delay shall not constitute an Event of
Default hereunder.

(j) Effectiveness of Documents. Any Loan Document
shall, at any time, cease to be in full force and effect or shall be judicially
declared null and void, or the validity or enforceability thereof shall be
contested by Borrower or the Lenders shall cease to have a valid and perfected
security interest having the priority contemplated thereunder in the collateral
described therein, other than by action or inaction of any Lender, if any of the
foregoing shall remain unremedied for 10 days or more after receipt or notice
thereof to Borrower from Lender.

(k) Other Covenants. Borrower or Guarantor defaults
in the observance or performance of any of the covenants or agreements contained
in the Loan Documents, to be kept or performed by Borrower or Guarantor, as
applicable (other than a default under the other Subsections of this Section
8.01), and such default continues unremedied for a period of 30 days after
notice thereof being given by Lenders to Borrower or Guarantor, as applicable;
provided, that if it is not reasonably feasible for Borrower or Guarantor to
cure such default within 30 days, so long as Borrower or Guarantor has commenced
efforts to cure within such 30-day period and is diligently pursuing efforts to
cure, Borrower or Guarantor, shall have an additional 60 days in which to cure
such default. Borrower153s and Guarantor153s rights to cure will be applicable only
to curable defaults.

(l) Financial Condition.
Borrower or Guarantor shall incur or permit to exist a change to its financial
condition that has or would reasonably be expected to have a Material Adverse
Effect upon its ability to perform its obligations under the Loan Documents.

Section 8.02. Remedies. Upon the occurrence
and during the continuation of any Event of Default, Lenders may, in their sole
discretion, pursue any one or more of the following remedies concurrently or
successively, it being the intent hereof that none of such remedies shall be to
the exclusion of any other:

(a) take possession of the Collateral pursuant to the Collateral Documents;

(b) perform any or all of Borrower153s covenants and agreements hereunder,
under any of the other Loan Documents, or under any lease or sublease;

(c) declare the entire indebtedness evidenced by the Notes, without demand or
notice of any kind (which are hereby expressly waived) to be due and payable at
once and, in such event, such indebtedness and obligations shall become
immediately due and payable;

(d) set off any sum due to or incurred by Lenders against all deposits and
credits of Borrower with, and any and all claims of Borrower against, Lenders.
Such right shall exist whether or not Lenders shall have made any demand
hereunder or under any other Loan Documents, whether or not said sums, or any
part thereof, or deposits and credits held for the account of Borrower is or are
matured or unmatured, and

regardless of the existence or adequacy of any collateral, guaranty or any
other security, right or remedy available to Lenders. Lenders agree that, as
promptly as is reasonably possible after the exercise of any such setoff right,
they shall notify Borrower of the exercise of such setoff right; provided,
however, that the failure of Lenders to provide such notice shall not affect the
validity of the exercise of such setoff rights. Nothing in this Agreement shall
be deemed a waiver or prohibition of or restriction on Lenders to all rights of
banker153s lien, setoff and counterclaim available pursuant to law; and

(e) exercise any or all remedies specified herein and in the other Loan
Documents, and/or exercise any other remedies which it may have therefor at law,
in equity or under statute.

Any expense incurred by the Lenders, including but not limited to the Lead
CDE pursuant to the Intercreditor Agreement, in the performance of any of the
foregoing remedies, shall be deemed to be part of the Indebtedness of Borrower.
Waveland XVI has been appointed to serve as Lead CDE and enforce remedies on
behalf of the Lenders pursuant to the Intercreditor Agreement, unless and until
a successor is appointed as the Lead CDE thereunder, with notice to the
Borrower. The Lenders acknowledge and agree that the Guarantors and Borrower
shall be entitled to rely on any communication received by them from the Lead
CDE in connection with the exercise of any of the foregoing remedies and that
neither the Guarantors nor Borrower shall have any obligation to confirm such
authority with any Lender unless such Lender has notified the Guarantors and/or
Borrower in writing to the contrary.

ARTICLE IX

MISCELLANEOUS

Section 9.01. Notices. Any notice or demand
which, by provision of this Agreement, is required or permitted to be given or
served by Lender to or on Borrower will be in writing and will be deemed to have
been sufficiently given and served for all purposes (if mailed) three calendar
days after being deposited, postage prepaid, in the United States Mail,
registered or certified mail, or (if delivered by express courier) one Business
Day after being delivered to such courier, or (if delivered in person or by
facsimile transmission) the same day as delivery with receipt confirmed, in each
case addressed (until another address is given in writing by Borrower to Lender)
as follows:

To Borrower: Unicom, Inc.

c/o General Communication, Inc.

Corporate Counsel

2550 Denali Street, Suite 1000

Anchorage, Alaska 99503

Facsimile: (907) 868-5676

if to NDF VIII Lender:

Northern Development Fund VIII, LLC

c/o Alaska Growth Capital BIDCO, Inc.

3900 C Street, Suite 302

Anchorage, Alaska 99503

Attention: Hugh Short, President/CEO

Facsimile: (907) 339-6771

with a copy to:

Future Unlimited Law PC

P.O. Box 2776

Yelm, Washington 98597

Attention: Ruth Sparrow

Facsimile: (360) 458-2509

if to TNM X Lender: Travois New Markets Project CDE X, LLC

c/o Travois New Markets, LLC

310 W. 19th Terrace

Kansas City, Missouri 64108

Attention: Philip Glynn, Director

Facsimile: (816) 994-8974

with a copy to:

Polsinelli Shughart PC

700 W. 47th Street, Suite 1000

Kansas City, Missouri 64112

Attention: Ingrid F. VanBiber

Facsimile: (816) 753-1536

If to Waveland XVI Lender:

Waveland Community Development, LLC

c/o Waveland Ventures, LLC

825 N. Jefferson Street, Suite 300

Milwaukee, Wisconsin 53202

Attention: Paul Deslongchamps

Facsimile: (414) 291-5893

and to:

Waveland Community Development, LLC

515 Congress Avenue, Suite 1700

Austin, Texas 78701

Attnention: Rick Hayes

Facsimile: (512) 322-9040

with a copy to:

Law Office of Mark D. Foster

4835 LBJ Freeway, Suite 424

Dallas, Texas 75244

Attention: Mark D. Foster

Facsimile: (214) 363-9551

If to any Lender,

With a copy to: U.S. Bancorp Community Development Corp.

1307 Washington Ave., Ste. 300

St. Louis, MO 63103

Attention: Director of Asset Management – NMTC

Reference # 21036

Facsimile: (314) 335-2602

Email: usbcdc.nmtc&htc@usbank.com

and to: SNR Denton US LLP

233 South Wacker Drive, Suite 7800

Chicago, Illinois 60606

Attention: Scott A. Lindquist, Esq.

Facsimile: (312) 876-7934

Section 9.02. Entire Agreement. The Loan
Documents now, or hereafter to be, executed set forth the entire agreement of
Lenders and Borrower and supersede all prior written or oral understandings with
respect thereto. This Agreement shall control in the event of any conflict in
the terms and conditions hereof and of the other Loan Documents.

Section 9.03. Renewal, Extension or
Rearrangement. All provisions of this Agreement relating to the Notes
will apply with equal force and effect to each and all promissory note(s)
hereinafter executed which in whole or in part represent a renewal, extension
for any period, increase, decrease or rearrangement of any part of the Notes.

Section 9.04. Amendment. None of the Loan
Documents may be changed, waived, discharged or terminated orally or in any
manner other than by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is sought.

Section 9.05. Invalidity. In the event that
any one or more of the provisions contained in the Loan Documents will, for any
reason, be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability will not affect any other provision
of the Loan Documents.

Section 9.06. Survival of Agreements. All
representations and warranties of Borrower herein, and all covenants and
agreements herein not fully performed before the effective date of this
Agreement, will survive such date.

Section 9.07. Waivers. No course of dealing
on the part of Lenders or their officers, direct or indirect members, or
consultants, nor any failure or delay by Lenders with respect to exercising any
of their rights, powers or privileges under the Loan Documents will operate as a
waiver thereof.

Section 9.08. Cumulative Rights. The rights
and remedies of Lenders under the Loan Documents will be cumulative, and the
exercise or partial exercise of any such right or remedy will not preclude the
exercise of any other right or remedy available to the Lenders under the Loan
Documents or by law.

Section 9.09. Time of the Essence. Time
will be deemed of the essence with respect to the performance of all of the
terms, provisions and conditions on the part of Borrower and the Lenders to be
performed hereunder.

Section 9.10. Successors and Assigns;
Participants.

(a) Subject to Section 9.10(b) and (d) below, all covenants and agreements
contained by or on behalf of Borrower in the Loan Documents will bind its
successors and assigns and will inure to the benefit of the Lenders and their
respective successors and assigns.

(b) This Agreement is only for the benefit of the Lenders and for their
Permitted Assignees (defined below). “Permitted Assignees” shall mean (i) the
Fund and (ii) only upon and during the continuance of an Event of Default,
subject to Section 9.10(d) below, such other Person or Persons as may from
time-to-time become or be the holders of any of the Indebtedness, and this
Agreement will be transferable and negotiable, with the same force and effect
only to Permitted Assignees, it being understood that, upon the transfer or
assignment by the Lenders of any of the Indebtedness to a Permitted Assignee,
the legal holder of such Indebtedness which is a Permitted Assignee will have
all of the rights granted to the Lenders under this Agreement.

(c) Subject to Section 9.10(d) below, Borrower hereby recognizes and agrees
that the Lenders may, from time-to-time, one or more times, transfer all or any
portion of the Indebtedness to one or more third parties; provided that such
third parties are Permitted Assignees. Subject to Section 9.01(d) below,
Borrower specifically (i) consents to all such transfers and assignments and
waives any subsequent notice of and right to consent to any such transfers and
assignments as may be provided under applicable Alaska law; (ii) agrees that the
purchaser of a participation interest in the Indebtedness that is a Permitted
Assignee will be considered as the absolute owner of a percentage interest of
such Indebtedness and that such a purchaser will have all of the rights granted
to the purchaser under any participation agreement governing the sale of such a
participation interest; (iii) waives any right of offset that Borrower may have
against such lender and/or any purchaser of such a participation interest in the
Indebtedness that is a Permitted Assignee, and unconditionally agrees that
either such lender or such a purchaser may enforce Borrower153s Indebtedness under
this Agreement, irrespective of the failure or insolvency of such lender or any
such purchaser; (iv) agrees that any purchaser of a participation interest in
the Indebtedness that is a Permitted Assignee may exercise any and all rights of
counter claim, setoff, banker153s lien and other liens with respect to any and all
moneys owing to Borrower; and (v) agrees that, upon any transfer of all or any
portion of the Indebtedness to a Permitted Assignee, such lender may transfer
and deliver any and all collateral securing repayment of such Indebtedness to
the transferee of such Indebtedness and such collateral will secure any and all
of the Indebtedness in favor of such a transferee, and after any such transfer
has taken place, such lender will be fully discharged from any and all future
liability and responsibility to Borrower with respect to such collateral, and
the transferee thereafter will be vested with all the powers, rights and duties
with respect to such collateral.

(d) Notwithstanding anything to the contrary set forth herein, prior to a
transfer of all or any portion of the Loans by any of the Lenders (excluding
transfers to the Fund), the applicable Lenders shall first offer GCI, Inc., in
writing, the right to purchase the Loans (the “Loan Purchase Offer”). The
purchase price (“Purchase Price”) shall be equal to the consideration to be paid
by the transferee. The written Loan Purchase Offer sent to GCI, Inc.
(at the Borrower153s address set forth herein) shall set forth the calculation and
supporting documentation of the Purchase Price as of the date of such Loan
Purchase Offer. GCI, Inc. shall have fifteen (15) Business Days following
receipt of a Lender153s Loan Purchase Offer in which to accept, in writing, the
offer to purchase such Loans, and the loan documents evidencing or relating to
such Loans. If GCI,

Inc. fails to accept the Loan Purchase Offer in writing within such period,
GCI, Inc. shall be deemed to have rejected the Loan Purchase Offer. If GCI, Inc.
accepts the Loan Purchase Offer within such period, GCI, Inc. shall purchase
such Loans (or shall cause one of its Affiliates to do so), and the loan
documents evidencing or relating to such Loans, on the date which is fifteen
(15) Business Days following such acceptance (the “Loan Purchase Date”). On the
Loan Purchase Date, (i) the Lender shall assign to the GCI, Inc. (or its
designated Affiliate) the promissory note(s) evidencing such Loans, and the loan
documents evidencing or relating to such Loans, such assignment (the
“Assignment”) to be in writing, in recordable form, and made without recourse,
representation or warranty other than as to the amount of the then outstanding
balance of such Loans, including accrued and unpaid interest, and the amount of
all other monetary obligations then owing under such Loans, and the loan
documents, (ii) the applicable Lenders shall deliver the original Note(s) and
the loan documents evidencing or relating to such Loans to GCI, Inc. (or its
designated Affiliate), and (iii) as a condition to the execution and delivery of
the Assignment and the delivery of the promissory note(s) evidencing such Loans,
and the loan documents evidencing or relating to such Loans to GCI, Inc. (or its
designated Affiliate), GCI, Inc. (or its designated Affiliate) shall pay to
Lender, in good funds by wire transfer, the Purchase Price.

Section 9.11. Relationship Between the
Parties. The relationship between Lenders, on the one hand, and
Borrower, on the other, will be solely that of lender and borrower, and such
relationship will not, under any circumstances whatsoever, be construed to be a
joint venture, joint adventure, or partnership.

Section 9.12. Third-Party Beneficiaries.
All obligations of the Lenders to make advances or approve disbursements of Loan
proceeds hereunder are imposed solely and exclusively for the benefit of
Borrower and its permitted assigns. No other person will have standing to
require satisfaction of such condition or be entitled to assume that Lenders
will refuse to make the advance in the absence of strict compliance with any or
all conditions thereof, and no other person will, under any circumstances, be
deemed to be a beneficiary of such conditions, any or all of which may be freely
waived, in whole or in part, by the Lenders at any time in its sole discretion.

Section 9.13. [Reserved].

Section 9.14. Titles of Articles, Sections and
Subsections. All titles or headings to articles, sections, subsections
or other divisions of this Agreement or the exhibits hereto are only for the
convenience of the parties and will not be construed to have any effect or
meaning with respect to the other content of such articles, sections,
subsections or other divisions, such other content being controlling as to the
agreement between the parties hereto.

Section 9.15. Singular and Plural. Words
used herein in the singular, where the context so permits, will be deemed to
include the plural and vice versa. The definitions of words in the singular
herein will apply to such words when used in the plural where the context so
permits and vice versa.

Section 9.16. Governing Law. This Agreement
is, and the Notes will be, contracts made under and will be construed in
accordance with and governed by the laws of the United States of America and the
State of Alaska.

Section 9.17. Counterparts. This Agreement
may be executed in two or more counterparts, and it will not be necessary that
the signatures of all parties hereto be contained on any one counterpart hereof;
each counterpart will be deemed an original, but all of which together will
constitute one and the same instrument.

Section 9.18. Waiver of Jury Trial; Submission To
Jurisdiction.

(a) BORROWER AND LENDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR
PROCEEDING TO WHICH BORROWER AND LENDERS MAY BE PARTIES, ARISING OUT OF OR IN
ANY WAY PERTAINING TO THE NOTES, THE OTHER LOAN DOCUMENTS OR BORROWER153S
PROPERTY. IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF
TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS,
INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS AGREEMENT. THIS
WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY BORROWER AND LENDERS AND
BORROWER AND LENDERS HEREBY REPRESENT THAT NO REPRESENTATIONS OF FACT OR OPINION
HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN
ANY WAY MODIFY OR NULLIFY ITS EFFECT. BORROWER AND LENDER FURTHER REPRESENT THAT
THEY HAVE BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF
THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF THEIR OWN FREE WILL, AND
THAT THEY HAVE HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

(b) BORROWER AND EACH LENDER HEREBY IRREVOCABLY CONSENTS TO THE JURISDICTION
OF THE STATE COURTS OF ALASKA AND THE FEDERAL COURTS IN ALASKA, AND AGREES THAT
ANY ACTION OR PROCEEDING ARISING OUT OF OR BROUGHT TO ENFORCE THE PROVISIONS OF
THE LOAN DOCUMENTS MAY BE BROUGHT IN ANY COURT HAVING SUBJECT MATTER
JURISDICTION.

Section 9.19. Publication. At the request
of any of the Lenders or the Investor, the Borrower will include an
acknowledgement of the Lenders153 and the Investor153s financing of the Project on
the Project website. Borrower hereby gives the Lenders permission to publicize
their participation in the financing of the Project; provided that the Lenders
shall present to Borrower an advance copy of such material for its reasonable
review and comment, and further provided that after the Borrower has approved a
form of Project description to be used for publicity, including the text and
photos, if any, such form (or a form substantially the same in all material
respects, or a portion thereof) may be used for any such purpose without further
approval. Subject to the foregoing approval requirements, Borrower hereby
authorizes the Lenders to reproduce and display any media (including, without
limitation, photographs and illustrations) of the Project submitted to the
Lenders by Borrower. Borrower represents and warrants to the Lenders that
Borrower has obtained any and all licenses and/or permissions necessary for
Borrower153s and Lenders153 use of such media.

IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to
be duly executed as of the date first above written.

BORROWER:

UNICOM, INC., an Alaska corporation

By: /s/ Martin Cary

Martin Cary, Vice President & General

Manager, Marketing and Sales

[Lender signature pages follow]

Credit Agreement Signature Page

NDF VIII:

NORTHERN DEVELOPMENT FUND VIII, LLC, an Alaska limited
liability company

By:

Alaska Growth Capital BIDCO, Inc., an Alaska corporation, its managing member

By: /s/ Hugh Short

Hugh Short, President and Chief Executive

Officer

Credit Agreement Signature Page

DISBURSING AGENT:

ALASKA GROWTH CAPITAL BIDCO, INC., an Alaska corporation

By: /s/ Hugh Short___________________

Hugh Short, President and Chief Executive

Officer

Credit Agreement Signature Page

TNM X:

TRAVOIS NEW MARKETS PROJECT CDE X, LLC, a Delaware limited
liability company

By:

Travois New Markets, LLC, a Missouri limited liability company, its managing
member

	By: /s/ Philip Glynn___________________
	Philip Glynn, Director

Credit Agreement Signature Page

WAVELAND XVI:

WAVELAND SUB CDE XVI, LLC, a Colorado limited liability
company

By:

Waveland Community Development, LLC, a Colorado limited liability company,
its managing member

By: Waveland Ventures, LLC, a Colorado limited liability company, its
managing member

	By: /s/ Rick Hayes___________________
		Rick Hayes, Manager

Credit Agreement Signature Page

Was this helpful?

Why was this helpful?

Easy to understand

Solved my problem

Other

Why was this not helpful?

Missing the information I need

Too complicated / too many steps

Out of date

Other

Stay Up-to-Date With How the Law Affects Your Life

Enter your email address to subscribe:

Learn more about FindLaw’s newsletters, including our terms of use and privacy policy.