{"id":40879,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/add-on-term-loan-supplement-gci-holdings-inc-general.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"add-on-term-loan-supplement-gci-holdings-inc-general","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/add-on-term-loan-supplement-gci-holdings-inc-general.html","title":{"rendered":"Add-On Term Loan Supplement – GCI Holdings, Inc. (General Communication Inc.)"},"content":{"rendered":"

GCI HOLDINGS, INC.<\/strong><\/p>\n

\n

ADD-ON TERM LOAN SUPPLEMENT NO. 2<\/u><\/strong><\/p>\n

\n

ADD-ON TERM LOAN SUPPLEMENT NO. 2, dated as of July 22, 2011 to the Second
\nAmended and Restated Credit and Guarantee Agreement, dated as of January 29,
\n2010, among GCI Holdings, Inc., GCI, Inc., the Subsidiary Guarantors party
\nthereto, the Lenders party thereto, Credit Agricole Corporate and Investment
\nBank (f\/k\/a Calyon New York Branch), as Administrative Agent (as amended,
\nsupplemented or otherwise modified from time to time, the “Credit
\nAgreement<\/u>“), and the other Agents named therein. Capitalized terms used
\nherein and not defined herein shall have the meanings assigned to such terms in
\nthe Credit Agreement.<\/p>\n<\/p>\n

1. Pursuant to Section 2.1(b) of the Credit Agreement, the Borrower hereby
\nsubmits this Add-on Term Loan Supplement to the Administrative Agent.<\/p>\n<\/p>\n

2. Each of the following Lenders (each an “Current Lender<\/u>“) has been
\ninvited by the Borrower, and is ready, willing and able, to commit to make an
\nAdd-on Term Loan (collectively, the “Series 2 Add-on Term Loans<\/u>“) in the
\nfollowing amount:<\/p>\n<\/p>\n

Name of Lender<\/u> Add-on Term Loan Commitment<\/u><\/p>\n<\/p>\n\n\n\n\n
\n

Union Bank, N.A.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

10,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Wells Fargo Bank, N.A.<\/p>\n<\/td>\n

<\/td>\n\n

$<\/p>\n<\/td>\n

\n

15,000,000<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3. Each of the following Persons (each a “Proposed Lender<\/u>“) has been
\ninvited by the Borrower, and is ready, willing and able, to become a “Lender”
\nand to commit to make an Add-on Term Loan in the amount of its Add-on Term Loan
\nCommitment as follows:<\/p>\n<\/p>\n

Name of Person<\/u> Add-on Term Loan Commitment<\/u><\/p>\n<\/p>\n

N\/A N\/A<\/p>\n<\/p>\n

4. The Borrower hereby represents and warrants to each Credit Party including
\neach Current Lender and each Proposed Lender, that, assuming the Administrative
\nAgent executes and delivers this Add-on Term Loan Supplement, all of the
\nconditions set forth in Section 2.1(b) of the Credit Agreement with respect
\nhereto have been satisfied and the Borrower is in compliance with all of the
\nterms of such Section.<\/p>\n<\/p>\n

5. Pursuant to Section 2.1(b) of the Credit Agreement, (a) each Current
\nLender153s Add-on Term Loan Commitment is in the amount set forth above next to
\nits name, (b) each Proposed Lender is a party to the Credit Agreement and shall
\nfor all purposes of the Loan Documents be deemed a “Lender” having an Add-on
\nTerm Loan Commitment as set forth above next to its name, and (c) this Add-on
\nTerm Loan Supplement is an Effective Add-on Term Loan Supplement.<\/p>\n<\/p>\n

6. Add-on Term Loan Borrowing Date: July 22, 2011.<\/p>\n<\/p>\n

7. The Applicable Margin for the Series 2 Add-on Term Loans is set forth on
\nSchedule I hereto.<\/p>\n<\/p>\n

8. The unpaid principal amount of the Series 2 Add-on Term Loans shall be
\npayable in such amounts and on such dates, set forth on Schedule II hereto,
\nprovided that in no event shall the scheduled amortization of any such Series 2
\nAdd-on Term Loan exceed 1% of the original principal amount of the Series 2
\nAdd-on Term Loan per annum.<\/p>\n<\/p>\n

9. Attached hereto as Exhibit A is a form of promissory note that, pursuant
\nto Section 2.8(d) of the Credit Agreement, shall be used in the event any
\nCurrent Lender shall request that its Series 2 Add-on Term Loan be evidenced by
\na Note..<\/p>\n<\/p>\n

[SIGNATURE PAGES FOLLOW]<\/p>\n

\n<\/p>\n

\n<\/p>\n

IN WITNESS WHEREOF, the parties hereto duly executed this Add-on Term Loan
\nSupplement as of the day and year first above written.<\/p>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

GCI HOLDINGS, INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Bruce Broquet<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Bruce L. Broquet<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Vice President, Finance<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, , as Administrative Agent<\/p>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Tanya Crossley<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Tanya Crossley<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Managing Director<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Amy Trapp<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Amy Trapp<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Managing Director<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

UNION BANK, N.A.,<\/strong> as a Current Lender<\/p>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Richard Vian<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Richard Vian<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Vice President<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

WELLS FARGO BANK, N.A., <\/strong>as a Current Lender<\/p>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Sam Mazzeo<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Sam Mazzeo<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Business Banking Manager<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

ADD-ON TERM LOAN SUPPLEMENT NO. 2<\/p>\n

\n

\n<\/p>\n

SCHEDULE I<\/u><\/p>\n

\n

The Applicable Margin for the Series 2 Add-on Term Loans shall be 2.5% for
\nEurodollar Loans and 1.5% for ABR Loans.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

SCHEDULE 1 TO ADD-ON TERM LOAN SUPPLEMENT NO. 2<\/p>\n

\n

\n<\/p>\n

SCHEDULE II<\/u><\/p>\n

\n

None, other than as provided in Section 2.6(a)(ii) of the Credit Agreement.\n<\/p>\n<\/p>\n<\/p>\n

SCHEDULE II TO ADD-ON TERM LOAN SUPPLEMENT NO. 2<\/p>\n

\n

\n<\/p>\n

ADD-ON TERM LOAN SUPPLEMENT NO. 2 – EXHIBIT A<\/strong>\n<\/p>\n

\n

FORM OF SERIES 2 ADD-ON TERM LOAN NOTE<\/u><\/strong>\n<\/p>\n

\n

[Location of Execution]<\/strong><\/p>\n

\n

[Date]<\/strong><\/p>\n

\n

FOR VALUE RECEIVED, the undersigned, GCI HOLDINGS, INC., (the
\n“Borrower<\/u>“), hereby promises to pay to the order of [_______________]
\n(the “Lender<\/u>“) the unpaid principal amount of the Series 2 Add-on Term
\nLoan, under and as such term is defined in Add-on Term Loan Supplement No. 2,
\ndated as of July 22, 2011, among the Borrower, CREDIT AGRICOLE CORPORATE AND
\nINVESTMENT BANK (“Credit Agricole<\/u>“), as Administrative Agent (as defined
\nbelow), WELLS FARGO BANK, N.A., as a Lender and UNION BANK, N.A., as a Lender
\n(“Supplement No. 2<\/u>“), made by the Lender to the Borrower (the “Series
\n2 Add-on Term Loan<\/u>“), in the amounts and at the times set forth in the
\nSecond Amended and Restated Credit and Guarantee Agreement, dated as of January
\n29, 2010, among the Borrower, GCI, Inc., the Subsidiary Guarantors party
\nthereto, the Lenders party thereto, Credit Agricole, as administrative agent
\n(Credit Agricole, in such capacity, the “Administrative Agent<\/u>“), and the
\nother Agents named therein (as the same may be amended, supplemented (including
\nby Supplement No. 2) or otherwise modified from time to time, the “Credit
\nAgreement<\/u>“), and to pay interest from the date such Series 2 Add-on Term
\nLoan was made on the principal balance of the Series 2 Add-on Term Loan from
\ntime to time outstanding at the rate or rates and at the times set forth in the
\nCredit Agreement, in each case at the office of the Administrative Agent located
\nat 1301 Avenue of the Americas, New York, New York, or at such other place as
\nthe Administrative Agent may specify to the Borrower in writing from time to
\ntime, in lawful money of the United States in immediately available funds.
\nCapitalized terms not otherwise defined herein but defined in the Credit
\nAgreement are used herein with the same meanings.<\/p>\n<\/p>\n

The Series 2 Add-on Term Loan is prepayable in the amounts, and under the
\ncircumstances, and its maturity is subject to acceleration upon the terms, set
\nforth in the Credit Agreement. This Note is subject to, and should be construed
\nin accordance with, the provisions of the Credit Agreement and is entitled to
\nthe benefits and security set forth in the Loan Documents.<\/p>\n<\/p>\n

The Lender is hereby authorized to record on the Schedule annexed hereto, and
\nany continuation sheets which the Lender may attach hereto, (i) the date of the
\nSeries 2 Add-on Term Loan, (ii) the Type and amount thereof, (iii) the interest
\nrate (without regard to the Applicable Margin) and Interest Period applicable to
\neach Eurodollar Loan with respect thereto and (iv) the date and amount of each
\nconversion of, and each payment or prepayment of the principal of, the Series 2
\nAdd-on Term Loan. The entries made on such Schedule shall be prima facie
\nevidence of the existence and amounts of the obligations recorded thereon,
\nprovided that the failure to so record or any error therein shall not in any
\nmanner affect the obligation of the Borrower to repay the Series 2 Add-on Term
\nLoan in accordance with the terms of the Credit Agreement.<\/p>\n<\/p>\n

Except as specifically otherwise provided in the Credit Agreement, the
\nBorrower hereby waives presentment, demand, notice of dishonor, protest, notice
\nof protest and all other demands, protests and notices in connection with the
\nexecution, delivery, performance, collection and enforcement of this Note.<\/p>\n<\/p>\n

Whenever in this Note either party hereto is referred to, such reference
\nshall be deemed to include the successors and permitted assigns of such party.
\nThe Borrower shall not have the right to assign its rights or obligations
\nhereunder or any interest herein (and any such attempted assignment shall be
\nvoid), except as expressly permitted by the Loan Documents. No failure or delay
\nof the Lender in exercising any power or right hereunder shall operate as a
\nwaiver thereof, nor shall any single or partial exercise of any such right or
\npower, or any abandonment or discontinuance of steps to enforce such a right or
\npower, preclude any other or further exercise thereof or the exercise of any
\nother right or power. Neither this Note nor any provision hereof may be waived,
\namended or modified, nor shall any departure therefrom be consented to, except
\npursuant to a written agreement entered into in accordance with Section 10.2 of
\nthe Credit Agreement.<\/p>\n<\/p>\n

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
\nTHE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD
\nREQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.<\/p>\n<\/p>\n

All communications and notices hereunder shall be in writing and given as
\nprovided in Section 10.1 of the Credit Agreement.<\/p>\n<\/p>\n

The Borrower, and by accepting this Note, the Lender each hereby irrevocably
\nand unconditionally submits, for itself and its property, to the nonexclusive
\njurisdiction of any New York State court or Federal court of the United States
\nof America sitting in New York City, and any appellate court from any thereof,
\nin any action or proceeding arising out of or relating to this Note or the other
\nLoan Documents, or for recognition or enforcement of any judgment in respect
\nthereof, and each party hereby irrevocably and unconditionally agrees that, to
\nthe extent permitted by applicable law, all claims in respect of any such action
\nor proceeding may be heard and determined in such New York State court or, to
\nthe extent permitted by applicable law, in such Federal court. Nothing in this
\nNote shall affect any right that the Lender may otherwise have to bring any
\naction or proceeding relating to this Note or the other Loan Documents against
\nthe Borrower, or any of its property, in the courts of any jurisdiction.<\/p>\n<\/p>\n

The Borrower, and by accepting this Note, the Lender, hereby irrevocably and
\nunconditionally waives, to the fullest extent it may legally and effectively do
\nso, any objection that it may now or hereafter have to the laying of venue of
\nany suit, action or proceeding arising out of or relating to this Note or the
\nother Loan Documents in any court referred to in the preceding paragraph hereof.
\nThe Borrower, and by accepting this Note, the Lender, hereby irrevocably waives,
\nto the fullest extent permitted by applicable law, the defense of an
\ninconvenient forum to the maintenance of such action or proceeding in any such
\ncourt.<\/p>\n<\/p>\n

The Borrower, and by accepting this Note, the Lender, irrevocably consents to
\nservice of process in the manner provided for notices herein. Nothing herein
\nwill affect the right of the Borrower or Lender to serve process in any other
\nmanner permitted by law.<\/p>\n<\/p>\n

The Borrower is personally obligated and fully liable for the amount due
\nunder the Note. The Lender has the right to sue on the Note and obtain a
\npersonal judgment against the Borrower for satisfaction of the amount due under
\nthe Note either before or after a judicial foreclosure of any mortgage or deed
\nof trust under AS 09.45.170 – 09.45.220.<\/p>\n<\/p>\n

THE BORROWER, AND BY ACCEPTING THIS NOTE, THE LENDER, EACH HEREBY WAIVES, TO
\nTHE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
\nBY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
\nUNDER OR IN CONNECTION WITH THIS NOTE. THE BORROWER AND BY ACCEPTING THIS NOTE,
\nTHE LENDER, EACH (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE
\nOTHER PARTY HAS REPRESENTED, EXPRESSLY OR, TO ITS KNOWLEDGE, OTHERWISE, THAT
\nSUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
\nWAIVER AND (B) ACKNOWLEDGES THAT THE OTHER PARTY HAS BEEN INDUCED TO EXECUTE OR
\nACCEPT THIS NOTE AND ENTER INTO THE LOAN DOCUMENTS TO WHICH IT IS A PARTY BY,
\nAMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.<\/p>\n<\/p>\n

[SIGNATURE PAGE FOLLOWS]<\/p>\n

\n<\/p>\n

\n<\/p>\n

GCI HOLDINGS, INC.<\/p>\n<\/p>\n<\/p>\n

By:<\/p>\n<\/p>\n

Name:<\/p>\n<\/p>\n

Title:<\/p>\n<\/p>\n<\/p>\n

SERIES 2 ADD-ON TERM LOAN NOTE<\/p>\n

\n

\n<\/p>\n

SCHEDULE TO NOTE<\/u><\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

Date<\/p>\n<\/td>\n

\n

Type of Series 2 Add-on Term Loan<\/p>\n<\/td>\n

\n

Amount of Series 2 Add-on Term Loan<\/p>\n<\/td>\n

\n

Amount of principal converted, paid or prepaid<\/p>\n<\/td>\n

\n

Interest Rate on Eurodollar Loans<\/p>\n<\/td>\n

\n

Interest Period for Eurodollar Loans<\/p>\n<\/td>\n

\n

Notation Made By<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n<\/p>\n
\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7613],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9561,9560],"class_list":["post-40879","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-general-communication-inc","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-finance__credit","corporate_contracts_types-finance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40879","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40879"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40879"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40879"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40879"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}