{"id":40994,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/credit-agreement-unicom-inc-general-communication-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"credit-agreement-unicom-inc-general-communication-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/credit-agreement-unicom-inc-general-communication-inc.html","title":{"rendered":"Credit Agreement – Unicom Inc. (General Communication Inc.)"},"content":{"rendered":"\n\n\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

CREDIT AGREEMENT<\/strong><\/p>\n

\n

by and between<\/p>\n

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

UNICOM, INC.<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

and<\/p>\n

\n

NORTHERN DEVELOPMENT FUND VIII, LLC<\/strong><\/p>\n

\n

as Lender<\/p>\n

\n

and<\/p>\n

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

TRAVOIS NEW MARKETS PROJECT CDE X, LLC<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

and<\/p>\n

\n

WAVELAND SUB CDE XVI, LLC<\/strong><\/p>\n

\n

as Lender<\/p>\n

\n

and<\/p>\n

\n

ALASKA GROWTH CAPITAL BIDCO, INC.<\/strong><\/p>\n

\n

as Disbursing Agent<\/p>\n

\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

Dated as of August 30, 2011<\/p>\n

\n<\/p>\n

\n<\/p>\n

ARTICLE I<\/p>\n

\n

GENERAL TERMS<\/p>\n

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

Section 1.01.<\/p>\n<\/td>\n

\n

Terms Defined Above<\/p>\n<\/td>\n

\n

3<\/p>\n<\/td>\n<\/tr>\n

\n

Section 1.02.<\/p>\n<\/td>\n

\n

Certain Definitions<\/p>\n<\/td>\n

\n

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

Section 1.03.<\/p>\n<\/td>\n

\n

Accounting Terms<\/p>\n<\/td>\n

\n

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

ARTICLE II<\/p>\n

\n

THE CREDIT<\/p>\n

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

Section 2.01.<\/p>\n<\/td>\n

\n

Loan<\/p>\n<\/td>\n

\n

12<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.02.<\/p>\n<\/td>\n

\n

Disbursement Account<\/p>\n<\/td>\n

\n

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

Section 2.03.<\/p>\n<\/td>\n

\n

Use of Proceeds<\/p>\n<\/td>\n

\n

13<\/p>\n<\/td>\n<\/tr>\n

\n

Section 2.04.<\/p>\n<\/td>\n

\n

Business Days<\/p>\n<\/td>\n

\n

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

Section 2.05.<\/p>\n<\/td>\n

\n

Method of Payment<\/p>\n<\/td>\n

\n

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

ARTICLE III<\/p>\n

\n

SECURITY FOR THE INDEBTEDNESS<\/p>\n

\n\n\n\n
\n

Section 3.01.<\/p>\n<\/td>\n

\n

Security<\/p>\n<\/td>\n

\n

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

ARTICLE IV<\/p>\n

\n

REPRESENTATIONS AND WARRANTIES<\/p>\n

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

Section 4.01.<\/p>\n<\/td>\n

\n

Borrower153s Existence, Power and Authorization<\/p>\n<\/td>\n

\n

14<\/p>\n<\/td>\n<\/tr>\n

\n

Section 4.02.<\/p>\n<\/td>\n

\n

No Legal Bar or Resultant Lien<\/p>\n<\/td>\n

\n

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

Section 4.03.<\/p>\n<\/td>\n

\n

Financial Condition; Solvency; Other Information<\/p>\n<\/td>\n

\n

14<\/p>\n<\/td>\n<\/tr>\n

\n

Section 4.04.<\/p>\n<\/td>\n

\n

Taxes and Governmental Charges<\/p>\n<\/td>\n

\n

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

Section 4.05.<\/p>\n<\/td>\n

\n

Defaults<\/p>\n<\/td>\n

\n

15<\/p>\n<\/td>\n<\/tr>\n

\n

Section 4.06.<\/p>\n<\/td>\n

\n

Compliance With the Law<\/p>\n<\/td>\n

\n

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

Section 4.07.<\/p>\n<\/td>\n

\n

ERISA<\/p>\n<\/td>\n

\n

15<\/p>\n<\/td>\n<\/tr>\n

\n

Section 4.08.<\/p>\n<\/td>\n

\n

Title to Property<\/p>\n<\/td>\n

\n

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

Section 4.09.<\/p>\n<\/td>\n

\n

Environmental Matters<\/p>\n<\/td>\n

\n

15<\/p>\n<\/td>\n<\/tr>\n

\n

Section 4.10.<\/p>\n<\/td>\n

\n

Governmental Requirements<\/p>\n<\/td>\n

\n

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

Section 4.11.<\/p>\n<\/td>\n

\n

Anti-Terrorism Laws.<\/p>\n<\/td>\n

\n

16<\/p>\n<\/td>\n<\/tr>\n

\n

Section 4.12.<\/p>\n<\/td>\n

\n

New Markets Tax Credit Program Representations and Warranties and Covenants\n<\/p>\n<\/td>\n

\n

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

Section 4.13.<\/p>\n<\/td>\n

\n

Litigation<\/p>\n<\/td>\n

\n

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

\n

ARTICLE V<\/p>\n

\n

AFFIRMATIVE COVENANTS<\/p>\n

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

Section 5.01.<\/p>\n<\/td>\n

\n

Performance of Obligations<\/p>\n<\/td>\n

\n

21<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.02.<\/p>\n<\/td>\n

\n

Financial Statements and Reports; Tax Returns<\/p>\n<\/td>\n

\n

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

Section 5.03.<\/p>\n<\/td>\n

\n

Taxes and Other Liens<\/p>\n<\/td>\n

\n

22<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.04.<\/p>\n<\/td>\n

\n

Maintenance of Borrower153s Existence; Ownership.<\/p>\n<\/td>\n

\n

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

Section 5.05.<\/p>\n<\/td>\n

\n

Further Assurances<\/p>\n<\/td>\n

\n

22<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.06.<\/p>\n<\/td>\n

\n

Reimbursement of Expenses<\/p>\n<\/td>\n

\n

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

Section 5.07.<\/p>\n<\/td>\n

\n

Insurance<\/p>\n<\/td>\n

\n

24<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.08.<\/p>\n<\/td>\n

\n

Accounts and Records<\/p>\n<\/td>\n

\n

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

Section 5.09.<\/p>\n<\/td>\n

\n

Right of Inspection<\/p>\n<\/td>\n

\n

25<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.10.<\/p>\n<\/td>\n

\n

Notice of Certain Events.<\/p>\n<\/td>\n

\n

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

Section 5.11.<\/p>\n<\/td>\n

\n

ERISA Compliance<\/p>\n<\/td>\n

\n

25<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.12.<\/p>\n<\/td>\n

\n

Indemnification<\/p>\n<\/td>\n

\n

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

Section 5.13.<\/p>\n<\/td>\n

\n

Compliance With Laws and Covenants.<\/p>\n<\/td>\n

\n

26<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.14.<\/p>\n<\/td>\n

\n

Environmental Compliance and Indemnity<\/p>\n<\/td>\n

\n

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

Section 5.15.<\/p>\n<\/td>\n

\n

Construction Covenants<\/p>\n<\/td>\n

\n

28<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.16.<\/p>\n<\/td>\n

\n

Appraisal<\/p>\n<\/td>\n

\n

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

Section 5.17.<\/p>\n<\/td>\n

\n

Accounts<\/p>\n<\/td>\n

\n

30<\/p>\n<\/td>\n<\/tr>\n

\n

Section 5.18.<\/p>\n<\/td>\n

\n

New Markets Tax Credit Program Affirmative Covenants<\/p>\n<\/td>\n

\n

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

ARTICLE VI<\/p>\n

\n

NEGATIVE COVENANTS<\/p>\n

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

Section 6.01.<\/p>\n<\/td>\n

\n

Debts, Guaranties and Other Obligations<\/p>\n<\/td>\n

\n

35<\/p>\n<\/td>\n<\/tr>\n

\n

Section 6.02.<\/p>\n<\/td>\n

\n

Liens<\/p>\n<\/td>\n

\n

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

Section 6.03.<\/p>\n<\/td>\n

\n

Reserved<\/p>\n<\/td>\n

\n

35<\/p>\n<\/td>\n<\/tr>\n

\n

Section 6.04.<\/p>\n<\/td>\n

\n

Merger and Sale of Property<\/p>\n<\/td>\n

\n

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

Section 6.05.<\/p>\n<\/td>\n

\n

ERISA Compliance<\/p>\n<\/td>\n

\n

35<\/p>\n<\/td>\n<\/tr>\n

\n

Section 6.06.<\/p>\n<\/td>\n

\n

Change of Control<\/p>\n<\/td>\n

\n

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

ARTICLE VII<\/p>\n

\n

CONDITIONS OF LENDING<\/p>\n

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

Section 7.01.<\/p>\n<\/td>\n

\n

Conditions of Loan Advance<\/p>\n<\/td>\n

\n

36<\/p>\n<\/td>\n<\/tr>\n

\n

Section 7.02.<\/p>\n<\/td>\n

\n

Disbursements<\/p>\n<\/td>\n

\n

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

Section 7.03<\/p>\n<\/td>\n

\n

Limitations of Obligations and Liability<\/p>\n<\/td>\n

\n

37<\/p>\n<\/td>\n<\/tr>\n

\n

Section 7.04<\/p>\n<\/td>\n

\n

No Liability for Liens<\/p>\n<\/td>\n

\n

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

Section 7.05<\/p>\n<\/td>\n

\n

No Representations<\/p>\n<\/td>\n

\n

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

\n

ARTICLE VIII<\/p>\n

\n

DEFAULT<\/p>\n

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

Section 8.01.<\/p>\n<\/td>\n

\n

Events of Default<\/p>\n<\/td>\n

\n

38<\/p>\n<\/td>\n<\/tr>\n

\n

Section 8.02.<\/p>\n<\/td>\n

\n

Remedies<\/p>\n<\/td>\n

\n

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

ARTICLE IX<\/p>\n

\n

MISCELLANEOUS<\/p>\n

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

Section 9.01.<\/p>\n<\/td>\n

\n

Notices<\/p>\n<\/td>\n

\n

41<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.02.<\/p>\n<\/td>\n

\n

Entire Agreement.<\/p>\n<\/td>\n

\n

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

Section 9.03.<\/p>\n<\/td>\n

\n

Renewal, Extension or Rearrangement<\/p>\n<\/td>\n

\n

43<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.04.<\/p>\n<\/td>\n

\n

Amendment<\/p>\n<\/td>\n

\n

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

Section 9.05.<\/p>\n<\/td>\n

\n

Invalidity<\/p>\n<\/td>\n

\n

43<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.06.<\/p>\n<\/td>\n

\n

Survival of Agreements<\/p>\n<\/td>\n

\n

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

Section 9.07.<\/p>\n<\/td>\n

\n

Waivers<\/p>\n<\/td>\n

\n

43<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.08.<\/p>\n<\/td>\n

\n

Cumulative Rights<\/p>\n<\/td>\n

\n

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

Section 9.09.<\/p>\n<\/td>\n

\n

Time of the Essence<\/p>\n<\/td>\n

\n

43<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.10.<\/p>\n<\/td>\n

\n

Successors and Assigns; Participants<\/p>\n<\/td>\n

\n

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

Section 9.11.<\/p>\n<\/td>\n

\n

Relationship Between the Parties<\/p>\n<\/td>\n

\n

45<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.12.<\/p>\n<\/td>\n

\n

Third-Party Beneficiaries<\/p>\n<\/td>\n

\n

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

Section 9.13.<\/p>\n<\/td>\n

\n

[Reserved]<\/p>\n<\/td>\n

\n

45<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.14.<\/p>\n<\/td>\n

\n

Titles of Articles, Sections and Subsections<\/p>\n<\/td>\n

\n

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

Section 9.15.<\/p>\n<\/td>\n

\n

Singular and Plural<\/p>\n<\/td>\n

\n

45<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.16.<\/p>\n<\/td>\n

\n

Governing Law<\/p>\n<\/td>\n

\n

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

Section 9.17.<\/p>\n<\/td>\n

\n

Counterparts<\/p>\n<\/td>\n

\n

46<\/p>\n<\/td>\n<\/tr>\n

\n

Section 9.18.<\/p>\n<\/td>\n

\n

Waiver Of Jury Trial; Submission To Jurisdiction<\/p>\n<\/td>\n

\n

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

Section 9.19.<\/p>\n<\/td>\n

\n

Publication<\/p>\n<\/td>\n

\n

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

EXHIBIT A ALTERNATIVE QUALIFIED PROJECTS<\/p>\n<\/p>\n

EXHIBIT B CONSTRUCTION SCHEDULE<\/p>\n<\/p>\n

EXHIBIT C PROJECT SITE MAP<\/p>\n<\/p>\n

EXHIBIT D PROJECT BUDGET<\/p>\n<\/p>\n

EXHIBIT E DEBARMENT CERTIFICATE<\/p>\n<\/p>\n

EXHIBIT F COMPLIANCE CERTIFICATE<\/p>\n<\/p>\n

EXHIBIT G INSURANCE REQUIREMENTS<\/p>\n<\/p>\n

EXHIBIT H QALICB CERTIFICATION<\/p>\n<\/p>\n

APPENDIX I DISBURSEMENTS<\/p>\n<\/p>\n

SCHEDULE I DEBT OF BORROWER<\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

CREDIT AGREEMENT<\/strong><\/p>\n

\n

THIS CREDIT AGREEMENT<\/strong> (together with all addenda, exhibits
\nand schedules attached hereto, as originally executed and as hereafter amended
\nor restated from time-to-time in writing, this “Agreement<\/em>“), dated as
\nof August 30, 2011, is made by and between UNICOM, INC.<\/strong>, an
\nAlaska corporation (“Borrower<\/em>“), NORTHERN DEVELOPMENT FUND
\nVIII, LLC<\/strong>, an Alaska limited liability company (“NDF VIII<\/em>“),
\nTRAVOIS NEW MARKETS PROJECT CDE X, LLC<\/strong>, a Delaware limited
\nliability company (“TNM X<\/em>“), and WAVELAND SUB CDE XVI,
\nLLC<\/strong>, a Colorado limited liability company (“Waveland
\nXVI<\/em>,<\/strong>” NDF VIII, and TNM X, <\/strong>each a
\n“Lender<\/em>” and collectively referred to as the “Lenders<\/em>“), and
\nALASKA GROWTH CAPITAL BIDCO, INC<\/strong>., an Alaska corporation, as
\nthe Disbursing Agent, who agree as follows.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

WITNESSETH:<\/strong><\/p>\n

\n

WHEREAS, Borrower currently engages in the business of providing terrestrial
\nbroadband services to rural communities in Alaska (the “Business”), and intends
\nto construct and lease to Borrower Affiliates a high capacity terrestrial
\nmicrowave network connecting the village of Grayling to Shaktoolik (“Phase
\nI<\/em>“) and from Shaktoolik to Nome (“Phase II<\/em>“) in order to provide
\nlong-term affordable broadband internet services in rural Northwestern Alaska
\ncommunities (Phase I and Phase II are referred to herein as the
\n“Project<\/em>“); and<\/p>\n<\/p>\n

WHEREAS, the Borrower is expected to constitute a “qualified active low
\nincome community business” (as that term is defined in Section 45D of the
\nInternal Revenue Code of 1986, as amended (the “Code<\/em>“)) (a
\n“QALICB<\/em>“); and<\/p>\n<\/p>\n

WHEREAS, U.S. Bancorp Community Development Corporation, a Minnesota
\ncorporation (the “Investor<\/em>“) has made or will make a net equity
\ninvestment of approximately $22,429,890 in Terra GCI Investment Fund, LLC, a
\nMissouri limited liability company (the “Fund<\/em>“); and<\/p>\n<\/p>\n

WHEREAS, GCI Inc., an Alaska corporation intends to make a loan of
\napproximately $58,274,410 to the Fund (in such capacity, the “Fund
\nLender<\/em>“); and<\/p>\n<\/p>\n

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

WHEREAS, the NDF Allocatee has suballocated the aggregate amount of
\n$31,134,300 of the NDF NMTC Allocation to NDF VIII; and<\/p>\n<\/p>\n

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

1<\/p>\n

\n

\n

WHEREAS, the TNM Allocatee has suballocated $23,650,000 of the TNM NMTC
\nAllocation to TNM X; and<\/p>\n<\/p>\n

WHEREAS, Waveland Community Development, LLC, a Colorado limited liability
\ncompany (the “Waveland Allocatee<\/em>“), received a $100,000,000 “NMTC
\nAllocation” (the “Waveland NMTC Allocation<\/em>“) pursuant to that certain
\nNew Markets Tax Credit Program Allocation Agreement, effective as of November
\n30, 2009, as amended, by and among the Waveland Allocatee, Waveland XVI, certain
\nother subsidiary allocatees of the Waveland Allocatee, and the CDFI Fund (the
\n“Waveland Allocation Agreement<\/em>“); and<\/p>\n<\/p>\n

WHEREAS, the Waveland Allocatee has suballocated $24,000,000 of the Waveland
\nNMTC Allocation to Waveland XVI; and<\/p>\n<\/p>\n

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

WHEREAS, the proceeds of the Fund QEI will be used by the Lenders to pay
\ncertain fees, and to make the following loans (collectively, the
\n“Loans<\/em>“):<\/p>\n<\/p>\n\n\n\n\n
\n

(a)<\/p>\n<\/td>\n

\n

by NDF VIII, in the amount of up to $22,270,365 to Borrower (the “NDF
\nVIII<\/em> CDE A Loan<\/em>“); and<\/p>\n<\/td>\n<\/tr>\n

\n

(b)<\/p>\n<\/td>\n

\n

by NDF VIII, in the amount of up to $7,307,220 to Borrower (the “NDF VIII
\nCDE B Loan<\/em>“); and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n

(c)<\/p>\n<\/td>\n

\n

by TNM X, in the amount of up to $16,916,845 to Borrower (the “TNM X<\/em>
\nCDE A Loan<\/em>“); and<\/p>\n<\/td>\n<\/tr>\n

\n

(d)<\/p>\n<\/td>\n

\n

by TNM X, in the amount of up to $6,260,155 to Borrower (the “TNM X CDE B
\nLoan<\/em>“); and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
\n

(e)<\/p>\n<\/td>\n

\n

by Waveland XVI, in the amount of up to $19,087,200 to Borrower (the
\n“Waveland XVI CDE A Loan<\/em>“); and<\/p>\n<\/td>\n<\/tr>\n

\n

(f)<\/p>\n<\/td>\n

\n

by Waveland XVI, in the amount of up to $4,912,800 to Borrower (the
\n“Waveland XVI CDE B Loan<\/em>“); and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

WHEREAS, Lenders have agreed to make the Loans to Borrower upon and subject
\nto all of the terms, conditions, covenants and agreements of this Agreement.<\/p>\n<\/p>\n

2<\/p>\n

\n

\n

NOW, THEREFORE, for good and valuable consideration, the receipt and
\nsufficiency of which are hereby acknowledged, the parties hereto hereby agree as
\nfollows:<\/p>\n<\/p>\n

ARTICLE I <\/strong><\/p>\n

\n

GENERAL TERMS<\/strong><\/p>\n<\/p>\n

Section 1.01.<\/strong> Terms Defined Above<\/strong>. As used
\nin this Agreement, the terms “Agreement,” “Borrower,” “NDF VIII,” “TNM X,”
\n“Waveland XVI,” “Lender” and “Lenders” will have the meanings indicated in the
\npreamble above.<\/p>\n<\/p>\n

Section 1.02.<\/strong> Certain Definitions<\/strong>. As used
\nin this Agreement, the following terms will have the meanings indicated, unless
\nthe context otherwise requires:<\/p>\n<\/p>\n

“Affiliate(s)<\/em>” means, with respect to a Person, any entity which,
\ndirectly or indirectly, controls or is controlled by or is under common control
\nwith, such Person.<\/p>\n<\/p>\n

“Allocatee<\/em>” means collectively the NDF Allocatee, TNM Allocatee, and
\nthe Waveland Allocatee.<\/p>\n<\/p>\n

“Allocation Agreement<\/em>” means collectively, the NDF Allocation
\nAgreement, the TNM Allocation Agreement, and the Waveland Allocation Agreement.\n<\/p>\n<\/p>\n

“Alternative Qualified Projects” <\/em>means those certain projects
\ndescribed on Exhibit A<\/u> attached to this Agreement, or such other projects
\nas Lenders may approve in their discretion to be treated as Alternative
\nQualified Projects, which the Borrower may undertake in the event the Project is
\ndelayed or discontinued, as provided in Section 5.15(b) of this Agreement.<\/p>\n<\/p>\n

“Anti-Terrorism Laws<\/em>” has the meaning set forth in Section 4.11.<\/p>\n<\/p>\n

“Applicable Environmental Laws<\/em>” has the meaning set forth in Section
\n4.09.<\/p>\n<\/p>\n

“Average Value<\/em>” means the cost basis of Borrower153s owned property
\nand the reasonable value of its leased property.<\/p>\n<\/p>\n

“Bank Account Pledge Agreement<\/em>” means that certain Bank Account
\nPledge Agreement between Lenders and Borrower dated of even date herewith.<\/p>\n<\/p>\n

“Business<\/em>” has the meaning set forth in the Recitals.<\/p>\n<\/p>\n

“Business Day<\/em>” means a day other than a Saturday, Sunday or legal
\nholiday for commercial banks in Alaska.<\/p>\n<\/p>\n

“CDFI Fund<\/em>” means the Community Development Financial Institutions
\nFund of the United States Department of Treasury, or any successor agency
\ncharged with oversight responsibility for the New Markets Tax Credit Program.\n<\/p>\n<\/p>\n

3<\/p>\n

\n

\n

“CERCLA<\/em>” has the meaning set forth in Section 4.09.<\/p>\n<\/p>\n

“Change of Control<\/em>“: any transfer of the beneficial ownership,
\ndirectly or indirectly, of Capital Stock of the Borrower representing more than
\n50% of the voting power of the total outstanding Capital Stock of the Borrower,
\nexcluding any (i) sales or issuance of any Capital Stock that is publicly
\ntraded, (ii) transfers between or among GCI and its Affiliates, and (iii)
\nmergers, consolidations, or other transactions involving all or substantially
\nall of GCI and its Affiliates. “Capital Stock” means any and all shares,
\ninterests, participations or other equivalents (however designated) of capital
\nstock of a corporation, any and all similar ownership interests in a Person
\n(other than a corporation) and any and all warrants, rights or options to
\npurchase any of the foregoing.<\/p>\n<\/p>\n

“Closing Date<\/em>” means the date of this Agreement.<\/p>\n<\/p>\n

“Closing Dividend<\/em>” has the meaning set forth in Section 2.03.<\/p>\n<\/p>\n

“Closing Memorandum<\/em>” means that certain Flow of Funds Memorandum
\namong the Lenders, the Borrower, the Fund, the Allocatee, the Investor and the
\nFund Lender dated as of the date hereof.<\/p>\n<\/p>\n

“Code<\/em>” means the Internal Revenue Code of 1986, as amended.<\/p>\n<\/p>\n

“Collateral<\/em>” means all of Borrower153s right, title and interest in
\nthe Disbursement Account.<\/p>\n<\/p>\n

“Collateral Documents<\/em>” means, collectively, the Bank Account Pledge
\nAgreement, and Pledged Account Control Agreement, and such other documents
\nbetween the Borrower and the Lenders with respect to the Collateral.<\/p>\n<\/p>\n

“Collectibles<\/em>” means as defined in Section 408(m) of the Code, (a)
\nany work of art; (b) any rug or antique; (c) any metal or gem; (d) any stamp or
\ncoin; (e) any alcoholic beverage; or (f) any other tangible personal property
\nspecified by the IRS as collectibles, other than collectibles that are held
\nprimarily for sale to customers in the ordinary course of business. Certain
\ncoins and bullion are not Collectibles as provided in Section 408(m)(3) of the
\nCode.<\/p>\n<\/p>\n

“Completion Guaranty<\/em>” means that certain Completion Guaranty made by
\nGCI Holdings for the benefit of Lenders dated as of the date hereof, together
\nwith any amendments, modifications, supplements, or restatements thereof.<\/p>\n<\/p>\n

“Completion” <\/em>or “Completion of the Project<\/em>” has the meaning
\nset forth in Section 5.15(a) hereof.<\/p>\n<\/p>\n

“Compliance Period<\/em>” shall mean the period beginning on the date
\nhereof and ending on the date preceding the seventh anniversary of the last date
\nthe Fund makes a QEI in any of the Lenders, and no later than the seventh
\nanniversary of the advance of the Loans to the Borrower.<\/p>\n<\/p>\n

“Construction Contracts<\/em>” shall mean, collectively, all construction
\ncontracts related to the construction of the Improvements, and the acquisition
\nand installation of all equipment and other Property required for the Project
\nbetween the Contractors and Borrower, including all amendments, modifications,
\nrestatements and supplements thereof and thereto.<\/p>\n<\/p>\n

4<\/p>\n

\n

\n

“Construction Documents<\/em>” means, collectively, the Construction
\nContracts, the Plans and Specifications, the Engineering Documents, all
\nwarranties and undertakings under the Construction Contracts, and all permits
\nand licenses used in connection with the development of the Project.<\/p>\n<\/p>\n

“Construction Inspector<\/em>” means Meridian Management, or such other
\nconstruction inspector, to be engaged by the Disbursing Agent with respect to
\nthe construction of the Improvements, and the acquisition and installation of
\nall equipment and other Property required for the Project, with the consent of
\nthe Lenders.<\/p>\n<\/p>\n

“Construction Manager<\/em>” means UUI.<\/p>\n<\/p>\n

“Construction Schedule<\/em>” means the schedule for permitting, site
\nacquisition, component fabrication and purchase, construction of the
\nImprovements, and acquisition and installation of all equipment and other
\nProperty required for the Project attached hereto as Exhibit B<\/u>.<\/p>\n<\/p>\n

“Contractors<\/em>” means collectively, the Construction Manager,
\nconstruction contractors, transportation companies (sea lift, air freight, and
\nhelicopter lift), design consultants, project management contractors, and all
\nother contractors that are parties to the Construction Contracts.<\/p>\n<\/p>\n

“DCCED Grant<\/em>” means the $5,315,000 grant to be provided pursuant to
\nthe DCEED Grant Agreement to be used to finance a portion of the Project.<\/p>\n<\/p>\n

“DCCED Grant Agreement<\/em>” means the Rural Alaska Broadband Internet
\nAccess Grant Agreement between GCI Communication Corp., the Borrower and the
\nDepartment of Commerce, Community & Economic Development, Regulatory
\nCommission of the State of Alaska, dated August 1, 2011, together with all
\nexhibits, addendum, supplements, amendments, modifications and restatements
\nthereof and thereto.<\/p>\n<\/p>\n

“Debt<\/em>” will mean any and all amounts owing from time-to-time by
\nBorrower to any Person, including any of the Lenders, direct or indirect,
\nliquidated or contingent, now existing or hereafter arising under, (a)
\nindebtedness for borrowed money; (b) unfunded portions of commitments for money
\nto be borrowed by the Borrower; (c) the amounts of all standby and commercial
\nletters of credit and bankers acceptances, matured or unmatured, issued on
\nbehalf of Borrower; and (d) guaranties by the Borrower of the obligations of any
\nother Person described in clauses (a) through (c) above, whether direct or
\nindirect, whether by agreement to purchase the obligations of any other Person
\nor by agreement for the furnishing of funds to any other Person through the
\npurchase or lease of goods, supplies or services (or by way of stock purchase,
\ncapital contribution, advance or loan) for the purpose of paying or discharging
\nthe obligations of any other Person, or otherwise.<\/p>\n<\/p>\n

“Default<\/em>” means the occurrence of any of the events specified in
\nArticle VIII hereof, whether or not any requirement for notice or lapse of time
\nor other condition precedent has been satisfied.<\/p>\n<\/p>\n

5<\/p>\n

\n

\n

“Disbursement Account”<\/em> means the account established in the
\nBorrower153s name and held by U.S. Bank, which account shall be funded at closing
\nby the advance of the Loan proceeds to Borrower in accordance with Section 2.02
\nhereof, and pledged to Lenders as security for the Loan.<\/p>\n<\/p>\n

“Disbursing Agent<\/em>” means the NDF Allocatee, in its capacity as the
\ndisbursing agent pursuant to this Agreement, and its successors and assigns.<\/p>\n<\/p>\n

“Engineering Documents<\/em>” means, collectively, all agreements between
\nBorrower and Inspecting Engineer, all agreements between Borrower and any
\nstructural or civil engineer with respect to the Improvements, all agreements
\nbetween Borrower and any mechanical\/electrical engineer with respect to the
\nImprovements, equipment and other Property required for the Project, and all
\nagreements between Borrower and any soil engineer or environmental consultant
\nwith respect to the Project.<\/p>\n<\/p>\n

“ERISA<\/em>” means the Employee Retirement Income Security Act of 1974,
\nas amended, and the regulations promulgated thereunder from time-to-time.<\/p>\n<\/p>\n

“Event of Default<\/em>” means the occurrence of any of the events
\nspecified in Article VIII hereof; provided that any requirement for notice or
\nlapse of time or any other condition precedent has been satisfied.<\/p>\n<\/p>\n

“Executive Order<\/em>” has the meaning set forth in Section 4.11.<\/p>\n<\/p>\n

“Financial Projections<\/em>” means the financial projections prepared by
\nNovogradac & Company LLP with respect to the Loans dated August 30, 2011, as
\namended from time to time.<\/p>\n<\/p>\n

“Fund<\/em>” has the meaning given in the Recitals.<\/p>\n<\/p>\n

“Fund Lender<\/em>” has the meaning given in the Recitals.<\/p>\n<\/p>\n

“Fund QEI<\/em>” has the meaning set forth in the Recitals.<\/p>\n<\/p>\n

“GCI<\/em>” means General Communication, Inc., an Alaska corporation.<\/p>\n<\/p>\n

“GCI Holdings<\/em>” means GCI Holdings, Inc., an Alaska corporation.<\/p>\n<\/p>\n

“Governmental Authority(ies)<\/em>” means (a) any federal, state, county
\nor municipal government, or any political subdivision thereof; (b) any
\ngovernmental or quasi-governmental agency, authority, board, department,
\ncommission, instrumentality or public body; or (c) any court, administrative
\ntribunal or public utility.<\/p>\n<\/p>\n

“Guarantor<\/em>” means (i) GCI, in its capacity as guarantor of
\nBorrower153s obligations pursuant to the Payment Guaranty; and (ii) GCI Holdings,
\nin its capacity as guarantor of Borrower’s obligations pursuant to the
\nCompletion Guaranty.<\/p>\n<\/p>\n<\/p>\n

“Guaranty Agreements<\/em>” means collectively the Payment Guaranty and
\nthe Completion Guaranty.<\/p>\n<\/p>\n

6<\/p>\n

\n

\n

“Improvements<\/em>” means the improvements to be constructed on the Land
\nin connection with the Project. The expected locations of the Improvements are
\nas set forth on Exhibit C <\/u>attached hereto.<\/p>\n<\/p>\n

“Indebtedness<\/em>” means, collectively, all of Borrower153s obligations
\nunder the Notes (including, without limitation, all unpaid principal of and
\naccrued and unpaid interest and premiums, if any, on the Notes); all accrued and
\nunpaid fees and all indebtedness, expenses, reimbursements and indemnities of
\nBorrower to Lenders or any indemnified party under the Loan Documents; and any
\nand all other present and future loans, extensions of credit, liabilities and\/or
\nobligations of every nature and kind whatsoever that Borrower may now and in the
\nfuture owe to or incur in favor of Lenders, pursuant to the Loan Documents,
\nwhether direct or indirect, or by way of assignment, and whether related or
\nunrelated, committed or purely discretionary, absolute or contingent, voluntary
\nor involuntary, determined or undetermined, liquidated or unliquidated, due or
\nto become due, together with interest, costs, expenses, attorneys153 fees and
\nother fees and charges owed by the Borrower under the Loan Documents.<\/p>\n<\/p>\n

“Inspecting Engineer<\/em>” means Meridian Management, or its successor,
\nin its capacity as the inspecting engineer for the Borrower.<\/p>\n<\/p>\n

“Intercreditor Agreement<\/em>” means that certain Intercreditor Agreement
\namong the Lenders dated as of the date hereof, as it may be amended,
\nsupplemented or restated from time to time.<\/p>\n<\/p>\n

“Investor<\/em>” has the meaning set forth in the Recitals.<\/p>\n<\/p>\n

“IRS”<\/em> means the Internal Revenue Service, or any successor thereto.\n<\/p>\n<\/p>\n

“Land<\/em>” means those certain tracts of land owned, or to be leased,
\nlicensed or otherwise acquired by Borrower, on which the Improvements are or
\nwill be located, and on which the Business or the Project will be located.<\/p>\n<\/p>\n

“Lead CDE<\/em>” means Waveland XVI, in its capacity as the Lead CDE
\npursuant to the Intercreditor Agreement, and its successors and assigns.<\/p>\n<\/p>\n

“Leases<\/em>” means collectively, (i) the Lease Agreement between GCI and
\nthe Borrower with respect to the Business dated as of the Closing Date, or any
\nreplacement lease in substantially the same form between the Borrower and an
\nAffiliate, and (ii) the Lease Agreement between the Borrower and UUI, or another
\nBorrower Affiliate, with respect to the Project in substantially the form
\nprovided to the Lenders on the Closing Date, each as may be amended, modified,
\nrestated or supplemented from time to time.<\/p>\n<\/p>\n

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

7<\/p>\n

\n

\n

“Loan Documents<\/em>” means this Agreement, including all exhibits
\nhereto, the Notes, the Collateral Documents, the Guaranty Agreements, the
\nIntercreditor Agreement, and all other instruments and documents, now existing
\nor hereafter existing, executed by Borrower or Guarantor, as applicable, in
\nconnection with the Loans, as amended or restated from time-to-time.<\/p>\n<\/p>\n

“Loans<\/em>” means, collectively, the NDF VIII CDE A Loan, NDF VIII CDE B
\nLoan, TNM X CDE A Loan, TNM X CDE B Loan, Waveland XVI CDE A Loan, and the
\nWaveland XVI CDE B Loan.<\/p>\n<\/p>\n

“Low-Income Community<\/em>” means any “low-income community” as defined
\nin Section 45D(e) of the Code and the Treasury Regulations.<\/p>\n<\/p>\n

“Material Adverse Effect<\/em>” means (a) with respect to any Person, a
\nmaterial adverse effect upon such Person153s business, assets, condition
\n(financial or otherwise), results of operations or business prospects; and (b)
\nwith respect to Borrower, a material adverse effect upon Borrower153s ability to
\nperform its obligations under the Loan Documents or upon the enforceability of
\nsuch obligations against Borrower, other than as a result of the payment of the
\nClosing Dividend.<\/p>\n<\/p>\n

“NDF Allocatee<\/em>” has the meaning given in the Recitals.<\/p>\n<\/p>\n

“NDF Allocation Agreement<\/em>” has the meaning given in the Recitals.\n<\/p>\n<\/p>\n

“NDF VIII<\/em> CDE A Loan<\/em>” and “NDF VIII CDE B Loan<\/em>”
\nshall each have the meaning given in the Recitals.<\/p>\n<\/p>\n

“NDF NMTC Allocation<\/em>” has the meaning given in the Recitals.<\/p>\n<\/p>\n

“New Markets Tax Credit” <\/em>means the “new markets tax credit” allowed
\npursuant to Section 45D of the Code.<\/p>\n<\/p>\n

“New Markets Tax Credit Program<\/em>” means the program of the IRS and
\nthe CDFI Fund, related to the tax credits allowed pursuant to Section 45D of the
\nCode.<\/p>\n<\/p>\n

“NMTC Allocation<\/em>” means collectively the NDF NMTC Allocation, TNM
\nNMTC Allocation and the Waveland NMTC Allocation.<\/p>\n<\/p>\n

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

8<\/p>\n

\n

\n

“NMTC Law<\/em>” means the New Markets Tax Credit Program requirements
\npursuant to Section 45D of the Code, the Treasury Regulations thereunder and
\nofficial interpretations thereof, the Allocation Agreement, and the requirements
\nof the CDFI Fund, all as they may be amended and supplemented from time to
\ntime.”<\/p>\n<\/p>\n

“Nonqualified Financial Property<\/em>” means debt, stock, partnership
\ninterests, options, futures contracts, forward contracts, warrants, notional
\nprincipal contracts, annuities, and other similar property as described in
\nTreas. Reg. Section 1.45D-1(d)(4)(i)(E) and excludes reasonable amounts of
\nworking capital held in cash, cash equivalents or debt instruments with a term
\nof 18 months or less, or accounts or notes receivable acquired in the ordinary
\ncourse of trade or business for services rendered or from the sale of property.\n<\/p>\n<\/p>\n

“Note<\/em>” or “Notes<\/em>” means the promissory notes with respect
\nto each of the Loans, as defined in Section 2.01, together with any amendments,
\nmodifications, supplements, restatements, refinancings, substitutions or
\nrenewals thereto or thereof.<\/p>\n<\/p>\n

“Payment Guaranty<\/em>” means that certain Payment Guaranty made by GCI
\nfor the benefit of Lenders dated as of the date hereof, together with any
\namendments, modifications, supplements, or restatements thereof.<\/p>\n<\/p>\n

“Permitted Liens<\/em>” means Liens imposed by law for taxes that are not
\nyet due or are being contested in compliance with Section 5.03, Liens in favor
\nof the Lenders with respect to the Collateral, Liens in favor of U.S. Bank and
\nits affiliates with respect to the Collateral, and judgment and attachment Liens
\nin respect of judgments that do not constitute an Event of Default under Section
\n8.01(h).<\/p>\n<\/p>\n

“Person<\/em>” means any individual, corporation, partnership, limited
\nliability company, joint venture, association, joint stock company, trust,
\nunincorporated organization, government or any agency or political subdivision
\nthereof, or any other form of entity.<\/p>\n<\/p>\n

“Permitted Assignee<\/em>” has the meaning set forth in Section 9.10(b).\n<\/p>\n<\/p>\n

“Phase I<\/em>” has the meaning set forth in the Recitals.<\/p>\n<\/p>\n

“Phase II<\/em>” has the meaning set forth in the Recitals.<\/p>\n<\/p>\n

“Plan<\/em>” means any plan subject to Title IV of ERISA and maintained by
\nBorrower, or any such plan to which Borrower is required to contribute on behalf
\nof its employees, if any.<\/p>\n<\/p>\n

“Plans and Specifications<\/em>” shall mean those plans and specifications
\nfor the construction of the Improvements and the acquisition and installation of
\nequipment and other Property required for the Project to be submitted to
\nLenders, upon request, including, without limitation, specifications for
\nmaterials, and all amendments and modifications thereof.<\/p>\n<\/p>\n

“Pledged Account Control Agreement<\/em>” means that certain Pledged
\nAccount Control Agreement among Lenders, Borrower and U.S. Bank dated of even
\ndate herewith.<\/p>\n<\/p>\n

“Project<\/em>” has the meaning set forth in the Recitals.<\/p>\n<\/p>\n

9<\/p>\n

\n

\n

“Project Budget<\/em>” means collectively, the budget provided by the
\nBorrower for the construction of Phase I and Phase II of the Project consisting
\nof a detailed line item cost breakdown of acquisition and construction costs
\n(hard costs), equipment and installation costs, and all other related indirect
\ndevelopment costs (soft costs), including working capital, construction period
\ninterest reserve and contingency and a schedule of values to be submitted to and
\napproved by Lenders with respect to the Project in accordance with this
\nAgreement, initially as set forth on Exhibit D<\/u>.<\/p>\n<\/p>\n

“Project Census Tracts<\/em>” means collectively (i) United States
\npopulation census tract numbers 02180000100, and 02290000400 with respect to the
\nProject, and 02050000100, 02050000300, 02270000100, 02290000400, and 02070000100
\nwith respect to the Business, which census tracts are in a Low-Income Community,
\nand (ii) United States population census tract numbers 02180000200 with respect
\nto the Project and 02050000200, and 02020002502 with respect to the Business,
\nwhich census tracts are not in a Low-Income Community.<\/p>\n<\/p>\n

“Project Costs<\/em>” has the meaning set forth in Section 2.03.<\/p>\n<\/p>\n

“Property<\/em>” means the Land (or the rights of the Borrower in and to
\nthe Land), the existing improvements on the Land (if any), the Improvements, and
\nall equipment, systems, components, and other property to be installed on the
\nLand as part of the Project and\/or used on the Land in the conduct of the
\nBusiness or the Project.<\/p>\n<\/p>\n

“QALICB<\/em>” has the meaning given in the Recitals.<\/p>\n<\/p>\n

“QALICB Report<\/em>” means the Independent Accountant153s Report on
\nApplying Agreed-Upon Procedures issued by Novogradac & Company LLP dated
\nAugust 30, 2011.<\/p>\n<\/p>\n

“QEI<\/em>” means a “qualified equity investment” as such term is defined
\nin Section 45D of the Code and the Treasury Regulations.<\/p>\n<\/p>\n

“QLICI<\/em>” means a “qualified low-income community investment” as such
\nterm is defined in Section 45D of the Code and the Treasury Regulations.<\/p>\n<\/p>\n

“Qualified Business<\/em>” means a qualified business as such term is
\ndefined in Treasury Regulation Section 1.45D-1(d)(5).<\/p>\n<\/p>\n

“RCRA<\/em>” has the meaning set forth in Section 4.09.<\/p>\n<\/p>\n

“Recapture Event<\/em>” means any event or condition that causes or
\nresults in a disallowance or recapture of all or any portion of the New Markets
\nTax Credits pursuant to Section 45D(g) of the Code or the Treasury Regulations
\nor guidance thereunder.<\/p>\n<\/p>\n

“Residential Rental Property<\/em>” means as defined in Section
\n168(e)(2)(A) of the Code, any building or structure if eighty percent (80%) or
\nmore of the gross rental income from such building or structure for the taxable
\nyear is rental income from “dwelling units.” For such purpose, a “dwelling unit”
\nmeans a house or apartment used to provide living accommodations in a building
\nor structure, but does not include a unit in a hotel, motel, or other
\nestablishment more than one half (1\/2) of the units in which are used on a
\ntransient basis. If any portion of the building or structure is occupied by the
\ntaxpayer, the gross rental income for such building or structure includes the
\nrental value of the portion so occupied.<\/p>\n<\/p>\n

10<\/p>\n

\n

\n

“Scheduled Completion Date<\/em>” means (i) with respect to Phase I, on or
\nbefore December 31, 2012, (ii) with respect to Phase II, on or before December
\n31, 2014, and (iii) with respect to an Alternative Qualified Project, the
\ncompletion date approved by the Lenders.<\/p>\n<\/p>\n

“Solvent<\/em>” means, when used with respect to any Person on a
\nparticular day, that on such date (a) the fair value of the property of such
\nPerson as a going concern is greater than the total amount of liabilities,
\nincluding, without limitation, contingent liabilities, of such person; (b) the
\npresent fair salable value of the assets of such Person as a going concern is
\nnot less than the amount that will be required to pay the probable liability of
\nsuch Person on its debts as they become absolute and matured; (c) such Person is
\nable to realize upon its assets and pay or refinance its debts and other
\nliabilities, contingent obligations and other commitments as they mature in the
\nordinary course of business; (d) such Person does not intend to, and does not
\nbelieve that it will, incur debts and liabilities beyond such Person153s ability
\nto pay or refinance as such debts and liabilities mature; and (e) such Person is
\nnot engaged in business or a transaction, and is not about to engage in business
\nor a transaction, for which such Person153s property would constitute unreasonably
\nsmall capital after giving due consideration to the prevailing practice in the
\nindustry in which such person is engaged. In computing the amount of contingent
\nliabilities at any time, it is intended that such liabilities will be computed
\nat the amount which, in light of all of the facts and circumstances existing at
\nsuch time, represents the amount that can be reasonably expected to become an
\nactual or matured liability.<\/p>\n<\/p>\n

“Tenant Qualified Business<\/em>” means any trade or business of a tenant
\nor subtenant of the Borrower except any trade or business consisting of
\nResidential Rental Property, or the operation of any private or commercial golf
\ncourse, country club, massage parlor, hot tub facility, suntan facility, race
\ntrack or other facility used for gambling, or any store the principal business
\nof which is the sale of alcoholic beverages for consumption off premises.<\/p>\n<\/p>\n

“TNM Allocatee<\/em>” has the meaning given in the Recitals.<\/p>\n<\/p>\n

“TNM Allocation Agreement<\/em>” has the meaning given in the Recitals.\n<\/p>\n<\/p>\n

“TNM NMTC Allocation<\/em>” has the meaning given in the Recitals.<\/p>\n<\/p>\n

“TNM X<\/em> CDE A Loan<\/em>” and “TNM X CDE B Loan<\/em>” shall
\neach have the meaning given in the Recitals.<\/p>\n<\/p>\n

“Treasury Regulations<\/em>” means any temporary and\/or final regulations
\npromulgated from time to time under the Code.<\/p>\n<\/p>\n

“UUI<\/em>” means United Utilities, Inc., an Alaska corporation.<\/p>\n<\/p>\n

“Waveland Allocatee<\/em>” has the meaning given in the Recitals.<\/p>\n<\/p>\n

“Waveland Allocation Agreement<\/em>” has the meaning given in the
\nRecitals.<\/p>\n<\/p>\n

11<\/p>\n

\n

\n

“Waveland NMTC Allocation<\/em>” has the meaning given in the Recitals.\n<\/p>\n<\/p>\n

“Waveland XVI CDE A Loan<\/em>” and “Waveland XVI CDE B Loan<\/em>”
\nshall each have the meaning given in the Recitals.<\/p>\n<\/p>\n

Section 1.03.<\/strong> Accounting Terms<\/strong>. Unless
\notherwise specified herein, all accounting terms used herein will be
\ninterpreted, all accounting determinations hereunder will be made, and all
\nfinancial statements required to be delivered hereunder will be prepared in
\naccordance with generally accepted accounting principles as in effect from
\ntime-to-time, on a basis consistent (except for changes approved by independent
\npublic accountants for Borrower or GCI) with the most recent audited financial
\nstatements of GCI.<\/p>\n<\/p>\n

ARTICLE II <\/strong><\/p>\n

\n

THE CREDIT<\/strong><\/p>\n<\/p>\n

Section 2.01.<\/strong> Loans<\/strong>.<\/p>\n<\/p>\n

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

(b) Borrower will pay interest, principal and all applicable fees and charges
\non the Loans as set forth in the Notes. As set forth in the Notes, Borrower may
\nnot prepay the Loans in full or in part prior to the seventh anniversary of the
\nClosing Date.<\/p>\n<\/p>\n

Section 2.02.<\/strong> Disbursement Account<\/strong>. On the
\nClosing Date, upon satisfaction of the closing conditions set forth in Section
\n7.01, the Lenders shall advance the Loan proceeds by deposit in the Disbursement
\nAccount, which account shall be in the name of Borrower and shall be the
\nproperty of Borrower, using Borrower153s federal taxpayer identification number
\nand held at U.S. Bank. Funds held in the Disbursement Account shall be disbursed
\nsolely to pay or reimburse the Borrower for Project Costs and to pay amounts due
\nby Borrower pursuant to the Loan Documents in accordance with this Agreement and
\nAppendix I. At closing of the Loans, funds will be disbursed from the
\nDisbursement Account to pay or reimburse Project Costs as set forth in the
\nClosing Memorandum, and the balance shall be held in the Disbursement Account to
\nbe disbursed in accordance with this Agreement and Appendix I. The Disbursement
\nAccount shall be pledged as security for the Loans to the Lenders pursuant to
\nthe Bank Account Pledge Agreement and Pledged Account Control Agreement.<\/p>\n<\/p>\n

12<\/p>\n

\n

\n

Section 2.03.<\/strong> Use of Proceeds<\/strong>. Unless
\notherwise approved by Lenders in their sole discretion, Borrower shall use the
\nproceeds of the Loans solely to: (i) acquire the Land required for the Project,
\nobtain all required reports, studies, permits, and approvals, arrange for the
\ndesign, fabrication and\/or purchase of all equipment and related components,
\nconstruct or install the Improvements and equipment and other Property required
\nfor the Project, pay for all soft costs and expenses incurred in connection
\ntherewith as shown on the Project Budget, and to (ii) pay a dividend of
\n$58,274,410 on the Closing Date (the “Closing Dividend<\/em>“) and the
\ntransaction costs in accordance with the Closing Memorandum ((i) and (ii)
\ncollectively, “Project Costs<\/em>“). Further, after the disbursements made
\non the Closing Date, at least 85% of the proceeds of the Loans shall be applied
\nexclusively to those portions of the Project that are located in those Project
\nCensus Tracts that constitute Low-Income Communities, and the Loan proceeds,
\nexcluding the $1,000,000 hold back required pursuant to Appendix I and unused
\nPhase I contingency, shall be expended no later than the Scheduled Completion
\nDate with respect to Phase I of the Project. Notwithstanding the foregoing, all
\nLoan proceeds, after the disbursements made on the Closing Date, shall be
\napplied to Project Costs with respect to Phase I of the Project, except for an
\namount of up to $1,500,000 plus unused Phase I contingency, as further set forth
\nin Appendix I. The Lenders hereby consent to the Closing Dividend.<\/p>\n<\/p>\n

Section 2.04.<\/strong> Business Days<\/strong>. If the date
\nfor any payment hereunder falls on a day which is not a Business Day, then for
\nall purposes of this Agreement the same will be deemed to have fallen on the
\nnext following Business Day, and such extension of time will in such case be
\nincluded in the computation of payments of interest, fees or other charges, as
\nthe case may be.<\/p>\n<\/p>\n

Section 2.05.<\/strong> Method of Payment<\/strong>. All
\npayments of the Loans shall be made, without setoff, deduction, or counterclaim,
\nin immediately available funds to the Lenders at the Lender153s respective
\naddresses specified from time-to-time by the Lenders by 1:00 pm (central time)
\non the date when due.<\/p>\n<\/p>\n

ARTICLE III <\/strong><\/p>\n

\n

SECURITY FOR THE INDEBTEDNESS<\/strong><\/p>\n<\/p>\n

Section 3.01.<\/strong> Security<\/strong>. The Loans shall be
\nsecured by the Disbursement Account pursuant to the Bank Account Pledge
\nAgreement and the Pledged Account Control Agreement.<\/p>\n<\/p>\n

ARTICLE IV <\/strong><\/p>\n

\n

REPRESENTATIONS AND WARRANTIES<\/strong><\/p>\n<\/p>\n

In order to induce Lenders to enter into this Agreement, Borrower represents
\nand warrants to Lenders (which representations and warranties will survive the
\nextensions of credit under this Agreement) that:<\/p>\n<\/p>\n

13<\/p>\n

\n

\n

Section 4.01.<\/strong> Borrower153s Existence, Power and
\nAuthorization<\/strong>. Borrower is a corporation duly organized, legally
\nexisting and in good standing under the laws of the State of Alaska and is duly
\nqualified as a foreign company in all jurisdictions wherein the property it owns
\nor the business it transacts make such qualification necessary. Borrower is duly
\nauthorized and empowered to execute, deliver and perform the Loan Documents to
\nwhich it is a party. All action on the part of Borrower requisite for the due
\ncreation and execution of the Loan Documents to which it is a party has been
\nduly and effectively taken. Borrower153s execution, delivery and performance of
\nthe Loan Documents to which it is a party do not require the consent or approval
\nof any other Person, including without limitation any Governmental Authority.
\nBorrower has reviewed the Loan Documents to which it is a party with counsel for
\nBorrower and has had the opportunity to discuss the provisions thereof with the
\nLenders prior to execution. The Loan Documents to which Borrower is a party
\nconstitute valid and binding obligations of Borrower enforceable in accordance
\nwith their terms (except that enforcement may be subject to any applicable
\nbankruptcy, insolvency or applicable laws generally affecting the enforcement of
\ncreditors153 rights).<\/p>\n<\/p>\n

Section 4.02.<\/strong> No Legal Bar or Resultant
\nLien<\/strong>. The execution, delivery and performance of the Loan Documents to
\nwhich Borrower is a party do not and will not violate (a) any provisions of
\nBorrower153s articles of organization, bylaws or any other organizational
\ndocuments; (b) any other material contract, indenture or agreement to which
\nBorrower is a party or by which any of its property may be bound; or (c) any
\nprovision of law, regulation, order, injunction, judgment, decree or writ to
\nwhich Borrower or any of its property is subject, except those violations that
\nwould not reasonably be expected to have a Material Adverse Effect. The Loan
\nDocuments to which Borrower is a party will not result in or require the
\ncreation or imposition of any Lien upon any property now owned or hereafter
\nacquired by Borrower other than as contemplated by this Agreement.<\/p>\n<\/p>\n

Section 4.03.<\/strong> Financial Condition; Solvency; Other
\nInformation<\/strong>.<\/p>\n<\/p>\n

(a) All audited financial statements of GCI delivered to Lenders fairly
\npresent the financial position of GCI and its consolidated subsidiaries in all
\nmaterial respects as of the date of such statements. To the knowledge of
\nBorrower, since the close of the period covered by the latest audited financial
\nstatements delivered to Lenders, no event has occurred (including, without
\nlimitation, any litigation or administrative proceedings) and no condition
\nexists or, is threatened, which (i) would reasonably be expected to render
\nBorrower or any Guarantor unable to perform their obligations under the Loan
\nDocuments, or (ii) would constitute a Material Adverse Effect, or (iii) would
\nconstitute a Default hereunder.<\/p>\n<\/p>\n

(b) Borrower is Solvent and after consummation of the transactions
\ncontemplated by the Loan Documents (including the making of the Loans and the
\ndistributions contemplated herein), and after giving effect to all obligations
\nincurred by Borrower in connection herewith, Borrower will be Solvent.<\/p>\n<\/p>\n

(c) All financial projections given to Lenders were prepared in good faith
\nbased on facts and circumstances existing at the time of preparation. No other
\ninformation, exhibit or report (other than projections) furnished by Borrower or
\nany of its Affiliates to Lenders in connection with the negotiation of this
\nAgreement taken as a whole contains any material misstatement of fact or fails
\nto state a material fact necessary to make the statements contained therein in
\nlight of the circumstances under which they were made, not materially
\nmisleading.<\/p>\n<\/p>\n

14<\/p>\n

\n

\n

Section 4.04.<\/strong> Taxes and Governmental
\nCharges<\/strong>. Borrower has filed all tax returns and reports required to be
\nfiled and has paid all taxes, assessments, fees and other governmental charges
\nlevied upon it or upon its property or income which are due and payable,
\nincluding interest and penalties, or has provided adequate reserves for the
\npayment thereof.<\/p>\n<\/p>\n

Section 4.05.<\/strong> Defaults<\/strong>. Borrower is not in
\ndefault under any indenture, mortgage, deed of trust, agreement or other
\ninstrument to which Borrower is a party or by which it is bound, including
\nwithout limitation the Construction Documents, which default would reasonably be
\nexpected to result in a Material Adverse Effect.<\/p>\n<\/p>\n

Section 4.06.<\/strong> Compliance With the Law<\/strong>.
\nBorrower (a) is not in violation of any law, judgment, decree, order, ordinance,
\nor governmental rule or regulation to which Borrower or any of its property is
\nsubject; and (b) has not failed to obtain any license, permit, franchise or
\nother governmental authorization necessary to the ownership of any of its
\nproperty or the conduct of the Business; in each case, which violation or
\nfailure could reasonably be anticipated to materially and adversely affect the
\nbusiness, prospects, profits, property or condition (financial or otherwise) of
\nBorrower.<\/p>\n<\/p>\n

Section 4.07.<\/strong> ERISA<\/strong>. Borrower is in
\ncompliance in all material respects with the applicable provisions of ERISA with
\nrespect to any Plan, and no “reportable event,” as such term is defined in
\nSection 4043 of ERISA, has occurred with respect to any Plan of Borrower, within
\nthe six fiscal years preceding the Closing Date.<\/p>\n<\/p>\n

Section 4.08.<\/strong> Title to Property<\/strong>. Borrower
\nhas good title to the Collateral, free of all Liens except those created in
\nfavor of the Lenders and those permitted by this Agreement. Furthermore,
\nBorrower has not heretofore conveyed or granted a Lien on or agreed to convey or
\ngrant a Lien on any Collateral in any way, except in favor of Lenders and
\nPermitted Liens. The Borrower has or will have such title or leasehold interest,
\nor other rights, in and to the Land owned, leased or used by it as is necessary
\nor desirable to the conduct of the Business and the Project, and valid and legal
\ntitle or leasehold interest in and to all of its personal property, as is
\nnecessary or desirable to the conduct of the Business and the Project.<\/p>\n<\/p>\n

Section 4.09.<\/strong> Environmental Matters<\/strong>. The
\nBorrower is not in material violation of or subject to any existing, pending, or
\nthreatened investigation or inquiry by any Governmental Authority or to any
\nremedial obligations under any applicable laws pertaining to health or the
\nenvironment (hereinafter, sometimes collectively called “Applicable
\nEnvironmental Laws<\/em>“), including without limitation the Comprehensive
\nEnvironmental Response, Compensation, and Liability Act of 1980, as amended by
\nthe Superfund Amendments and Reauthorization Act of 1986 (as amended,
\nhereinafter called “CERCLA<\/em>“), the Resource Conservation and Recovery
\nAct of 1976, as amended by the Used Oil Recycling Act of 1980, the Solid Waste
\nDisposal Act Amendments of 1980, and the Hazardous and Solid Waste Amendments of
\n1984 (as amended, hereinafter called “RCRA<\/em>“). Borrower has not obtained
\nand is not required to obtain any permits, licenses or similar authorizations to
\nconstruct, occupy, operate or use any buildings, improvements, fixtures and
\nequipment forming a part of the Property by reason of any Applicable
\nEnvironmental Laws, except as shall be obtained by Borrower in material
\naccordance with all Applicable Environmental Laws. No hazardous substances or
\nsolid wastes have been disposed of or otherwise released on the Property, and
\nthe use which Borrower makes and intends to make of the Property will not result
\nin the disposal or other<\/p>\n<\/p>\n

15<\/p>\n

\n

\n

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

Section 4.10.<\/strong> Governmental Requirements<\/strong>.
\nThe Land and the Property will be acquired, developed, and utilized in material
\ncompliance with all current governmental requirements affecting such Land and
\nthe Property, including, without limitation, the DCCED Grant Agreement, if
\napplicable, all current coastal zone protection, zoning and land use
\nregulations, building codes and all restrictions and requirements imposed by
\napplicable Governmental Authorities with respect to the acquisition of the Land,
\nconstruction and acquisition and installation of the Improvements and other
\nProperty, and the contemplated use of the Improvements and other Property.<\/p>\n<\/p>\n

Section 4.11.<\/strong> Anti-Terrorism Laws<\/strong>.<\/p>\n<\/p>\n

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

(i) a Person that is listed in the annex to the Executive Order;<\/p>\n<\/p>\n

(ii) a Person owned or controlled by or under common control with any Person
\nthat is listed in the annex to the Executive Order;<\/p>\n<\/p>\n

(iii) a Person with which a commercial lender would generally be prohibited
\nfrom dealing or otherwise engaging in a lending transaction by any
\nAnti-Terrorism Law; or<\/p>\n<\/p>\n

(iv) a Person that is named as a “specially designated national and blocked
\nperson” on the most current list published by the U.S. Treasury Department
\nOffice of Foreign Assets Control at its official website or any replacement
\nwebsite or other replacement official publication of such list.<\/p>\n<\/p>\n

16<\/p>\n

\n

\n

(b) Neither Borrower nor any of its Affiliates (i) intends or proposes to
\nconduct any business or engage in making or receiving any contribution of funds,
\ngoods or services to or for the benefit of any person described in paragraph (a)
\nabove; (ii) intends or proposes to deal in, or otherwise engage in any
\ntransaction relating to any property or interests in property blocked pursuant
\nto the Executive Order; or (iii) intends or proposes to engage in or conspire to
\nengage in any transaction that evades or avoids, or has the purpose of evading
\nor of avoiding, or attempts to violate, any of the prohibitions set forth in any
\nAnti-Terrorism Law.<\/p>\n<\/p>\n

Section 4.12.<\/strong> New Markets Tax Credit Program
\nRepresentations Warranties and Covenants<\/strong>. Lenders and Borrower believe
\nthat the Project will have a beneficial effect on economic development within
\nthe Low-Income Communities included in the Project Census Tracts. The Loans are
\nintended to constitute QLICIs qualifying under the New Markets Tax Credit
\nProgram. The Lenders believe that the provision of private-sector capital
\ninvestment as represented by the Loans on such terms will serve to stimulate
\neconomic opportunity and create jobs within the Low-Income Communities included
\nin the Project Census Tracts. The Lenders have each received a sub-allocation of
\nNew Markets Tax Credits from the respective Allocatee. The availability of New
\nMarkets Tax Credits has enabled the Lenders to provide the Loans using terms and
\nconditions that are flexible and non-conventional. To ensure compliance with the
\nNew Markets Tax Credit Program, Borrower agrees to make the representations,
\nwarranties, and covenants set forth in this Section 4.12 and in Section 5.18.
\nThe Lenders would not make the Loans without the representations, warranties and
\ncovenants set forth in this Agreement.<\/p>\n<\/p>\n

As of the date hereof, Borrower hereby represents and warrants to the
\nLenders, as follows that as of the date hereof:<\/p>\n<\/p>\n

(a) Borrower has provided the Lenders and the Investor with notice of all (i)
\ndefaults or failures of compliance with respect to any other financial,
\ncontractual or governmental obligation of Borrower, the Guarantor or the
\nProject; (ii) IRS proceedings regarding the Project, the Guarantor or Borrower;
\n(iii) litigation, criminal action or administrative proceedings against Borrower
\nor Guarantor; or (iv) communications from any other lender or funding source for
\nthe Project, or the Secretary of State of Alaska or any other Person or
\ngovernmental authority which is not in the ordinary course of business, in each
\ncase, that would reasonably be expected to result in a Material Adverse Effect;\n<\/p>\n<\/p>\n

(b) Borrower currently qualifies as a QALICB and has no information or
\nknowledge tending to indicate that it might not satisfy all of the requirements
\nof a QALICB;<\/p>\n<\/p>\n

(c) Assuming the Lenders are each a qualified community development entity
\nunder Section 45D of the Code, the Loans and each advance thereunder constitutes
\na QLICI.<\/p>\n<\/p>\n

(d) With respect to the current taxable year of Borrower, at least fifty
\npercent (50%) of the total gross income of Borrower is derived from the active
\nconduct of its trade or business within those Project Census Tracts that
\nconstitute Low-Income Communities;<\/p>\n<\/p>\n

(e) With respect to the current taxable year of Borrower, at least fifty
\npercent (50%) of the use of the tangible property of Borrower (whether owned or
\nleased) is within those Project Census Tracts that constitute Low-Income
\nCommunities (for purposes of this representation, the percentage of tangible
\nproperty owned or leased by Borrower during the taxable year in those Project
\nCensus Tracts that constitute Low-Income Communities shall be determined based
\non a fraction (i) the numerator of which is the Average Value of the tangible
\nproperty used by Borrower within those Project Census Tracts that constitute
\nLow-Income Communities, and (ii) the denominator of which is the Average Value
\nof all of the tangible property owned or leased by Borrower and used by Borrower
\nduring the taxable year); provided, however, that if for the current<\/p>\n<\/p>\n

17<\/p>\n

\n

\n

taxable year Borrower has no employees, at least eighty-five percent (85%) of
\nthe use of the tangible property of Borrower (whether owned or leased) is within
\nthose Project Census Tracts that constitute Low-Income Communities. The
\nFinancial Projections include (or the Borrower has otherwise provided to
\nLenders) a true, correct and complete list of tangible property owned or leased
\nby Borrower. To the extent that any tangible property is used by the Borrower
\noutside of those Project Census Tracts that constitute Low-Income Communities,
\nBorrower has provided, the cost basis of all property owned by Borrower and the
\nestimated value of any leased property and the basis of such estimate and the
\nbusiness hours of usage of Borrower’s property within and without such Project
\nCensus Tracts. Borrower shall retain records of the foregoing throughout the
\nterm of the Loans;<\/p>\n<\/p>\n

(f) With respect to the current taxable year of Borrower, less than five
\npercent (5%) of the average of the aggregate unadjusted basis of the property of
\nBorrower is attributable to Nonqualified Financial Property. The Financial
\nProjections include (or the Borrower has otherwise provided to Lenders) a true,
\ncorrect, and complete listing of any Nonqualified Financial Property owned by
\nBorrower, including therein, the unadjusted basis of such property and Borrower
\nshall maintain records thereof throughout the term of the Loans;<\/p>\n<\/p>\n

(g) With respect to the current taxable year of Borrower, if Borrower has one
\nor more employees providing services, at least fifty percent (50%) of the
\nservices performed for Borrower by its employees (or a Borrower Affiliate153s
\nemployees primarily engaged in providing services to Borrower) are within those
\nProject Census Tracts that constitute Low-Income Communities (for purposes of
\nthis representation, this percentage is determined based on a fraction (the
\nnumerator of which is the total amount paid by Borrower for employee services
\nperformed in those Project Census Tracts that constitute Low-Income Communities
\nduring the taxable year, and the denominator of which is the total amount paid
\nby Borrower for employee services during the taxable year). Borrower has
\nprovided a list of employees providing services to the Borrower, if any,
\nincluding a general description of services provided, and if applicable
\ncompensation paid for services rendered within and without such Project Census
\nTracts;<\/p>\n<\/p>\n

(h) With respect to the current taxable year of Borrower, less than five
\npercent (5%) of the average of the aggregate unadjusted basis of Borrower153s
\nproperty is attributable to Collectibles;<\/p>\n<\/p>\n

(i) The Property is not used as Residential Rental Property. The trade or
\nbusiness of a tenant or a subtenant consists and shall consist solely of a
\nTenant Qualified Business;<\/p>\n<\/p>\n

(j) Borrower is engaged solely in a Qualified Business;<\/p>\n<\/p>\n

18<\/p>\n

\n

\n

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

(l) The Borrower is a corporation and is not disregarded as separate from
\nanother entity for federal income tax purposes;<\/p>\n<\/p>\n

(m) To Borrower153s knowledge, there have been no irregularities or illegal
\nacts that would have a material effect on the transactions contemplated by this
\nAgreement, there has been no fraud involving management or employees who have
\nsignificant roles in the internal control structure of the Borrower, fraud
\ninvolving other employees that could have a material effect on the matters
\ndescribed in this Section 4.12, or communications from the CDFI Fund or other
\nregulatory agencies concerning noncompliance with, or deficiencies in, financial
\nreporting practices that could have a material effect on the matters described
\nin this Section 4.12;<\/p>\n<\/p>\n

(n) The Borrower is not a bank, credit union or other financial institution;\n<\/p>\n<\/p>\n

(o) The current value of the Business is not less than the aggregate
\nprincipal amount of the Loans, and Borrower has reasonable grounds to believe
\nthat the value and\/or income generated by the Business and the Project will be
\nsufficient to allow the Borrower to repay and\/or refinance the outstanding
\nprincipal and interest on the Loans as payments become due and at or prior to
\nmaturity;<\/p>\n<\/p>\n

(p) The Financial Projections were prepared in good faith based on
\nassumptions believed by the Borrower to be reasonable at the time of their
\npreparation and as of the date hereof;<\/p>\n<\/p>\n

(q) Borrower has not knowingly entered into this Agreement, or any other
\nagreements or understandings (whether written or oral) with a principal purpose
\nof entering into a transaction or series of transactions (i) to achieve a result
\nthat is inconsistent with NMTC Law, and\/or (ii) to avoid or evade federal income
\ntax;<\/p>\n<\/p>\n

(r) Borrower will treat the Loans as indebtedness for all purposes, and will
\nnot take any positions contrary to such treatment;<\/p>\n<\/p>\n

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

(t) None of Borrower or the officers, directors, or principals of Borrower or
\nany of its Affiliates is on the list of Specially Designated Nationals and
\nBlocked Persons promulgated by the U.S. Treasury Department and located on the
\ninternet at http:\/\/www.treas.gov\/offices\/eotffc;
\nhttp:\/\/treas.gov\/ofac\/t11sdn.pdf;<\/p>\n<\/p>\n

19<\/p>\n

\n

\n

(u) Each of Project Census Tract numbers 02180000100 and 02290000400 is a
\nLow-Income Community that has the following criteria or programs: the census
\ntracts are in a non-metropolitan area, and the median family income does not
\nexceed 60% of statewide median family income;<\/p>\n<\/p>\n

(v) Borrower is currently generating revenues and specifically intends and
\nexpects to generate a profit from the Business and the Project;<\/p>\n<\/p>\n

(w) Borrower reasonably expects to expend the proceeds of the Loans by
\nDecember 31, 2012 (excluding the $1,000,000 hold back required pursuant to
\nAppendix I and unused Phase I contingency) on Project Costs;<\/p>\n<\/p>\n

(x) Borrower has stated in writing to Lenders the nature of its business and
\nof the goods or services provided, its primary sources of revenue and its
\nprimary expenditures, and such statement is not misleading in any material
\nrespect;<\/p>\n<\/p>\n

(y) Borrower has not taken or failed to take, and shall not take or fail to
\ntake, any action which would result in Investor, the Fund, Lenders, or any of
\ntheir Affiliates having NMTC Control of Borrower;<\/p>\n<\/p>\n

(z) Borrower has established separate bank accounts for Borrower, and does
\nnot and shall not commingle the assets of Borrower with any Person. Borrower153s
\nassets are not listed as assets on the books and records of any other Person,
\nexcept to the extent that such assets are consolidated with another Person153s
\nassets for financial reporting purposes. Borrower does not and shall not possess
\nor use any material assets of any other Person, and does not and shall not
\npermit any other Person to possess or use its assets, unless in either case such
\nassets are rented, leased, or otherwise provided for use on an arms-length basis
\npursuant to a lease or services agreement or similar agreement with such Person;\n<\/p>\n<\/p>\n

(aa) Borrower has no present plans or intentions to (i) change the nature of,
\nor manner in which it conducts its business or operation in a manner that would
\naffect Borrower153s continued compliance with the representations and warranties
\nin this Section 4.12; (ii) move or expand its business to a new address; (iii)
\nreduce the percentage of gross income derived from the active conduct of a
\nQualified Business within any Low-Income Community; (iv) change the percentage
\nof employees services performed in any Low-Income Community; (v) reduce the
\npercentage of use of tangible property in any Low-Income Community; (vi)
\nmaintain Collectibles not held primarily for sale in the ordinary course of
\nbusiness at 5% or more of the aggregate unadjusted cost bases of its assets;
\n(vii) maintain Nonqualified Financial Property at 5% or more of the aggregate
\nunadjusted cost bases of its assets; (viii) enter into leases with any tenant
\nthat engages in a trade or business other than a Tenant Qualified Business; or
\n(ix) take any other action that would, in each case, cause to be untrue any of
\nthe other representations, warranties or covenants set out in this Agreement;\n<\/p>\n<\/p>\n

(bb) The Borrower expects that the representations made under this Section
\n4.12 will continue to be accurate during the entire term of this Agreement; and\n<\/p>\n<\/p>\n

(cc) Neither Borrower nor any of its principals has been debarred, suspended,
\ndeclared ineligible, or voluntarily excluded from participation in a covered
\ntransaction by any Federal department or agency, as such terms are defined in
\nExecutive Order 12549, nor is any such action pending or proposed. Borrower
\nshall, simultaneously with execution and delivery of this Agreement, execute and
\ndeliver a certification<\/p>\n<\/p>\n

20<\/p>\n

\n

\n

regarding debarment, suspension, ineligibility and voluntary exclusion in the
\nform attached hereto as Exhibit E<\/u> to further evidence this representation
\nand warranty. Borrower shall obtain such certifications from other participants
\nin the Project to the extent reasonably required by Lenders to maintain
\ncompliance with NMTC Law.<\/p>\n<\/p>\n

(dd) Each of SNR Denton US LLP, Polsinelli Shughart PC, Ginsberg Jacobs, LLC,
\nFuture Unlimited Law PC, and Mark D. Foster are hereby permitted to rely on the
\nforegoing representations in the issuance of corporate, enforceability, federal
\nincome tax and other transaction opinions to Lenders, the Fund and the Investor.\n<\/p>\n<\/p>\n

Section 4.13.<\/strong> Litigation<\/strong>. No litigation or
\nproceedings are pending, or to the best of Borrower153s knowledge are threatened,
\nagainst Borrower which could reasonably be expected to have a Material Adverse
\nEffect on the ability of Borrower to perform its obligations under the Loan
\nDocuments. Without limiting the foregoing, there are no pending or, to
\nBorrower153s best knowledge, threatened proceedings or actions to revoke,
\ninvalidate, rescind or modify any building or other permits heretofore issued
\nwith respect to the Property required for the Project.<\/p>\n<\/p>\n

ARTICLE V <\/strong><\/p>\n

\n

AFFIRMATIVE COVENANTS<\/strong><\/p>\n<\/p>\n

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

Section 5.01.<\/strong> Performance of Obligations<\/strong>.
\nBorrower will repay the Loans according to the reading, tenor and effect of the
\nLoan Documents. Borrower will do and perform every act required of it by the
\nLoan Documents at the time or times and in the manner specified.<\/p>\n<\/p>\n

Section 5.02.<\/strong> Financial Statements and Reports; Tax
\nReturns<\/strong>. Borrower will furnish, or cause to be furnished, to Lenders:\n<\/p>\n<\/p>\n

(a) Annual Financial Statements<\/em><\/strong>. Beginning with the
\nfirst fiscal year-end following the Closing Date, no later than one hundred
\ntwenty (120) days after the end of each fiscal year of GCI occurring during the
\nterm hereof, audited annual financial statements of GCI, as of the end of such
\nfiscal year (including the income statement, balance sheet, shareholder153s
\nequity, and statement of cash flows, along with accompanying footnotes) each
\nprepared on a consolidated basis, audited by Grant Thornton LLP or other
\nindependent certified public accountants of nationally recognized standing,
\nprepared in accordance with GAAP consistently applied and separate internally
\nprepared unaudited schedules for the Borrower (balance sheet, income statement,
\nstatement of shareholder153s equity and statement of cash flows as of the end of
\nand for such year) and certified by an officer of the Borrower substantially in
\nthe form attached as Item 1 of Exhibit F hereto.<\/p>\n<\/p>\n

21<\/p>\n

\n

\n

(b) Borrower153s Quarterly Financial Statements<\/em><\/strong>.
\nWithin 60 days after the end of each of the first three fiscal quarter periods
\nof Borrower beginning March 31, 2012, internally prepared unaudited balance
\nsheet, income statements, and statements of cash flow, as of the end of and for
\nsuch fiscal quarter and the then elapsed portion of the fiscal year, and
\ncertified by an officer of Borrower substantially in the form attached as Item 1
\nof Exhibit F hereto.<\/p>\n<\/p>\n

(c)<\/em> Compliance Certificates<\/em><\/strong>. Concurrently
\nwith the delivery of the financial statements under Sections 5.02(a) and
\n5.02(b), a compliance certificate substantially in the form attached as
\nExhibit F<\/u> hereto.<\/p>\n<\/p>\n

(d) Other Information<\/em><\/strong>. As soon as available, copies
\nof material documents, reports and correspondence submitted or received pursuant
\nto the DCCED Grant Agreement, if applicable, and promptly upon the request of
\nLenders, such other information regarding the business and affairs and financial
\ncondition of Borrower and GCI and their Affiliates as the Lenders may reasonably
\nrequest (other than shareholders of GCI and Persons that are Affiliates because
\nof interests held by such shareholders).<\/p>\n<\/p>\n

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

Section 5.03.<\/strong> Taxes and Other Liens<\/strong>.
\nBorrower will pay and discharge (or bond over) promptly when due all taxes,
\nassessments and governmental charges or levies imposed upon it or upon its
\nincome or upon the Property as well as all claims of any kind (including claims
\nfor labor, materials, supplies and rent) which, if unpaid, would have a Material
\nAdverse Effect, and might become a Lien upon any or all of the Property;
\nprovided, that Borrower will not be required to pay any such tax, assessment,
\ncharge, levy or claim if the amount, applicability or validity thereof will
\ncurrently be contested in good faith by appropriate proceedings diligently
\nconducted and if Borrower has set up reserves therefor adequate under generally
\naccepted accounting principles. If requested by Lenders, Borrower will furnish
\nLenders with proof of payment acceptable to Lenders of all taxes, assessments,
\ncharges, levies or claims not later than the date on which penalties or Liens
\nmight attach thereto, or in the event that Borrower contests any such taxes,
\nassessments, charges, levies or claims in accordance with this Section. If
\nrequested by Lenders, Borrower will furnish the Lenders with a reasonably
\ndetailed, written description of the contested matter and all actions taken by
\nBorrower in connection with such contest.<\/p>\n<\/p>\n

Section 5.04.<\/strong> Maintenance of Borrower153s Existence;
\nOwnership<\/strong>. Borrower will maintain its corporate existence and rights,
\nand will maintain the Property in generally good and workable condition at all
\ntimes and make all repairs, replacements, additions, betterments and
\nimprovements to the Property to the extent necessary so that any failure will
\nnot materially and adversely affect the operations of the Property.<\/p>\n<\/p>\n

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

22<\/p>\n

\n

\n

compliance with or accomplishment of the covenants and agreements of Borrower
\nin the Loan Documents, or to correct any omissions in the Loan Documents, or
\nmore fully state the security obligations set out herein or in any of the Loan
\nDocuments.<\/p>\n<\/p>\n

Section 5.06.<\/strong> Reimbursement of Expenses<\/strong>.
\nBorrower will pay all reasonable legal fees and out-of-pocket expenses incurred
\nby the Lenders in connection with the preparation, negotiation, execution,
\ndelivery, filing, recording, administration and enforcement of the Loan
\nDocuments to which is a party, including but not limited to expenses incurred
\nupon satisfaction, or modification of the Loans, or disposition of the Loans to
\nthe Fund. In addition, but not as a limitation, Borrower will pay:<\/p>\n<\/p>\n

(a) $24,000 on December 1st of each year, commencing December 1, 2011 to
\nWaveland XVI for its accounting, audit and tax expenses each year in the amount
\nof $15,000 and to pay the Fund153s management fees in the amount of $9,000 per
\nyear;<\/p>\n<\/p>\n

(b) all taxes and recording expenses, including all intangible, registration
\nand stamp taxes, if any;<\/p>\n<\/p>\n

(c) title insurance premiums, appraiser fees, environmental audit fees,
\ninsurance consultant fees, construction inspection fees and expenses;<\/p>\n<\/p>\n

(d) fees, if any, due to brokers in connection with the Property or this
\nAgreement (other than any broker hired by or contracted for by any Lender);<\/p>\n<\/p>\n

(e) all reasonable legal fees and expenses, including, without limitation,
\nLenders153 and their direct and indirect members153 counsel153s fees and expenses for
\nservices performed and sums advanced or disbursed in connection with the
\ntransactions contemplated by this Agreement, plus reimbursement of all out of
\npocket expenses incurred in connection therewith;<\/p>\n<\/p>\n

(f) all fees incurred in connection with the delivery of the legal opinions
\nrequired for purposes of closing the Loans;<\/p>\n<\/p>\n

(g) all fees of accountants in connection with preparation of the Financial
\nProjections and the QALICB Report;<\/p>\n<\/p>\n

(h) all fees and expenses incurred by Lenders in connection with the
\ndisbursement of the Loans;<\/p>\n<\/p>\n

(i) Borrower shall also pay or reimburse, at the request of Lenders, the bank
\ncharges, wiring fees, and limited liability company filing fees incurred by
\nLenders in connection with the Loans, including but not limited to the
\ndisbursement of Loan proceeds, and distributions to its members;<\/p>\n<\/p>\n

(j) Borrower will, upon request, promptly reimburse the Lenders for all
\namounts expended, advanced or incurred by the Lenders (or their direct or
\nindirect members) after the occurrence of an Event of Default, to satisfy any
\nobligation of Borrower under the Loan Documents, or any other agreement,
\ndocument or instrument executed and delivered in connection herewith, or to
\nprotect the Property or business of Borrower or<\/p>\n<\/p>\n

23<\/p>\n

\n

\n

to collect the Loans, or to enforce the rights of the Lenders under the Loan
\nDocuments (other than disputes solely between or among the Lenders under the
\nIntercreditor Agreement), which amounts will include all court costs, attorneys153
\nfees, fees of auditors and accountants, and investigation expenses reasonably
\nincurred by the Lenders (or their direct or indirect members) in connection with
\nany such matters, together with interest at the interest rate set forth in the
\nNotes on each such amount from the date that the same is expended, advanced or
\nincurred by Lenders (or their direct or indirect members) until the date of
\nreimbursement to Lenders, as the case may be; and<\/p>\n<\/p>\n

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

(l) Borrower shall be responsible to pay to Lenders any Alaska state or local
\ntaxes or other charge, including but not limited to income, withholding or gross
\nreceipts tax (collectively, “state or local taxes”), imposed on Lenders as a
\nresult of the Loans, excluding any state or local taxes that when paid by
\nLenders are allowed as a credit against amounts otherwise due by Lenders153
\nmembers. As of the date hereof, Lenders are not aware of any such state or local
\ntaxes. Borrower shall pay such amounts to Lenders within thirty (30) days after
\nnotice from Lenders that the state or local taxes are due and payable. Upon
\nreceipt of such notice, Borrower may elect, at its expense, to contest payment
\nof such charges with the appropriate taxing authority. In any event, Borrower
\nshall pay such state and local taxes to Lenders no later than ten (10) Business
\nDays prior to the latest date that such amounts may be paid by Lenders without
\ninterest or penalty, unless Borrower has obtained, on or before such date,
\nwritten confirmation from the appropriate taxing authority that such amounts are
\nnot due and payable by Lenders.<\/p>\n<\/p>\n

(m) Fees and expenses payable to Lenders pursuant to this Agreement and any
\nother Loan Documents shall be payable by Borrower to Lenders in accordance with
\nthe applicable agreement (or upon demand, if no time for payment is specified),
\nand, until paid, shall become part of the Indebtedness, and shall, unless timely
\npaid, bear interest from the date incurred by Lenders at the interest rate set
\nforth in the Notes, and shall be secured by the Collateral Documents even though
\nsuch sums, when added to previous advances to Borrower, shall exceed the face
\namount of the Notes.<\/p>\n<\/p>\n

Section 5.07.<\/strong> Insurance. <\/strong>Borrower shall
\nprocure and maintain, or cause to be so procured and maintained, insurance
\npolicies as set forth in Exhibit G<\/u> attached hereto. Borrower shall obtain
\nliability insurance certificates from the Contractors, as reasonably required by
\nthe Lenders as a condition of the applicable draws, subject to Exhibit
\nG<\/u>.<\/p>\n<\/p>\n

Section 5.08.<\/strong> Accounts and Records<\/strong>.
\nBorrower will keep books of record and accounts in which true and correct
\nentries will be made as to all material matters of all dealings or transactions
\nin relation to its business and activities, in accordance with generally
\naccepted accounting principles, consistently applied except for changes in
\naccounting principles or practices with which the independent certified public\n<\/p>\n<\/p>\n

24<\/p>\n

\n

\n

accountants for Borrower or GCI concur.<\/p>\n<\/p>\n

Section 5.09.<\/strong> Right of Inspection<\/strong>. Borrower
\nwill permit any officer, employee or other representative of the Lenders to
\nvisit and inspect any of the property of Borrower (including the Property),
\nexamine the books of record and accounts of Borrower, take copies and extracts
\ntherefrom, and discuss the affairs, finances and accounts of Borrower with
\nBorrower153s officers, accountants and auditors, all at such reasonable times and
\non reasonable notice and as often as the Lenders may reasonably desire, but no
\nmore than semi-annually (which limitation does not apply to the Disbursing Agent
\nand its representatives), unless there is an Event of Default that has occurred
\nand is continuing.<\/p>\n<\/p>\n

Section 5.10.<\/strong> Notice of Certain Events<\/strong>.<\/p>\n<\/p>\n

(a) Borrower will promptly notify the Lenders if Borrower learns of the
\noccurrence of any event which constitutes a Default, together with a reasonably
\ndetailed, written statement by an authorized officer of Borrower of the steps
\nbeing taken to cure the Default.<\/p>\n<\/p>\n

(b) Borrower shall promptly notify the Lenders of any change in location of
\nBorrower153s principal place of business or the office where it keeps its records
\nconcerning accounts and contract rights.<\/p>\n<\/p>\n

(c) Borrower shall promptly notify the Lenders of any litigation or dispute
\nthreatened against or affecting Borrower or the Property which, if adversely
\ndetermined, would have a material adverse effect upon the financial condition or
\nbusiness of Borrower. Lenders may (but shall not be obligated to), without prior
\nnotice to Borrower, commence, appear in, or defend any action or proceeding
\npurporting to affect the Loans, or the respective rights and obligations of
\nLenders and Borrower pursuant to this Agreement. Lenders may (but shall not be
\nobligated to) pay all necessary expenses, including reasonable attorneys153 fees
\nand expenses incurred in connection with such proceedings or actions described
\nin the preceding sentence, which Borrower agrees to repay to Lenders upon
\ndemand, subject to Section 5.06 hereof.<\/p>\n<\/p>\n

Section 5.11.<\/strong> ERISA Compliance<\/strong>. Borrower
\nwill comply with all of the applicable funding and other requirements of ERISA
\nas such requirements relate to the Plans of Borrower, if any. Borrower will not
\nat any time permit any Plan maintained by it to engage in any “prohibited
\ntransaction” as such term is defined in Section 4975 of the Code; incur any
\n“accumulated funding deficiency” as such term is defined in Section 302 of
\nERISA; or terminate any such Plan in a manner which could result in the
\nimposition of a lien or charge upon or encumbrance of the property of Borrower
\npursuant to ERISA.<\/p>\n<\/p>\n

Section 5.12.<\/strong> Indemnification<\/strong>.<\/p>\n<\/p>\n

(a) Borrower agrees to indemnify, protect, hold harmless and defend Lenders,
\ntheir direct and indirect members, and affiliates and each of their respective
\ndirectors, managers, officers, employees, lenders, representatives, consultants
\nand attorneys (each, a “Covered Person”), from and against any and all losses,
\nliabilities, suits, actions, obligations, fines, damages, judgments, penalties,
\nclaims, causes of action, charges, costs and expenses (including attorneys153
\nfees, disbursements and court costs prior to trial, at trial and on appeal)
\nwhich may be imposed on, incurred or paid by, or asserted against a Covered
\nPerson by<\/p>\n<\/p>\n

25<\/p>\n

\n

\n

reason or on account of, or in connection with, (i) any misconduct of
\nBorrower or any Default or Event of Default hereunder; (ii) any breach of any
\nrepresentation or covenant of Borrower in any of the Loan Documents; (iii) the
\nacquisition, construction, reconstruction or alteration of the Property; (iv)
\nany gross negligence of Borrower or any gross negligence or willful misconduct
\nof any tenant, or any other occupant or invitee of the Property or any of their
\nrespective lenders, contractors, subcontractors, servants, directors, managers,
\nofficers, employees, licensees or invitees; (v) any accident, injury, death or
\ndamage to any person or property occurring in, on or about the Property or the
\nProject or any street, drive, sidewalk, curb or passageway adjacent thereto,
\nexcept to the extent that the same results directly from the willful misconduct
\nor gross negligence of a Lender; (vi) any claim by a tenant pursuant to the
\nterms of its lease, if any; (vii) any claim by any broker or lender of Borrower
\nfor the payment of a commission or fee by reason of the execution of this
\nAgreement or the disbursement of the Loans; or (viii) any allegation or charge
\nwhatsoever of negligence, misfeasance, or nonfeasance of Lenders in whole or in
\npart, pertaining to any defect in the Property, and particularly, any failure of
\nLenders or any lender, officer, employee or representative of Lenders, to note
\nany defect in materials or workmanship or of physical conditions or failure to
\ncomply with the Plans and Specifications or any ordinances, statutes or other
\ngovernmental requirements, or to call to the attention of any person whatsoever,
\nor take any action, or to demand that any action be taken, with regard to any
\nsuch defect or failure or lack of compliance. However, the foregoing indemnities
\nshall not apply to any Covered Person to the extent the subject of the
\nindemnification is caused by or arises solely and directly out of the gross
\nnegligence or willful misconduct of such Covered Person.<\/p>\n<\/p>\n

(b) Any amount payable to a Covered Person under this Section 5.12 shall be
\ndue and payable upon demand therefor and receipt by Borrower of a statement
\nsetting forth in reasonable detail the amount claimed and the basis therefor.
\nBorrower153s obligations under this Section 5.12 shall not be affected by the
\nabsence or unavailability of insurance covering the same or by the failure or
\nrefusal of any insurance carrier to perform any obligation on its part under any
\nsuch policy of insurance. If any claim, action or proceeding is made or brought
\nwhich is subject to the indemnity set forth in this Section 5.12, Borrower shall
\nresist or defend against the same, in its own name or, if necessary, in the name
\nof the applicable Covered Person, by attorneys for Borrower153s insurance carrier
\n(if the same is covered by insurance) or otherwise by attorneys retained by
\nBorrower. Notwithstanding the foregoing, the applicable Covered Person, in such
\nPerson153s discretion, unless it approves of the attorneys provided by Borrower or
\nBorrower153s insurance carrier (which approval shall not be unreasonably withheld
\nor delayed), may engage its own attorneys to resist or defend, or to assist
\ntherein, and Borrower shall pay, or, on demand, shall reimburse such Person for
\nthe payment of, all reasonable fees and disbursements of said attorneys. All
\nobligations set forth in this Section 5.12 shall survive payment of the
\nindebtedness secured hereby.<\/p>\n<\/p>\n

Section 5.13.<\/strong> Compliance with Laws and
\nCovenants<\/strong>.<\/p>\n<\/p>\n

(a) Borrower will observe and comply with all laws, statutes, codes, acts,
\nordinances, orders, judgments, decrees, injunctions, rules, regulations,
\ncertificates, franchises, permits, licenses, authorizations, contracts,
\ndirections and requirements (including without limitation any of the foregoing
\nrelating to environmental standards or controls) of all Governmental Authorities
\napplicable to Borrower or the Property, including<\/p>\n<\/p>\n

26<\/p>\n

\n

\n

but not limited to the DCCED Grant Agreement, except any failure to observe
\nor comply that would not reasonably be expected to have a Material Adverse
\nEffect.<\/p>\n<\/p>\n

(b) Upon request of the Lenders, Borrower shall deliver to Lenders copies of
\nall permits, licenses, authorizations, certifications, and\/or contracts that are
\nrequired to construct and operate the Improvements, and any extensions,
\nrenewals, re-issuances, modifications or amendments thereof.<\/p>\n<\/p>\n

Section 5.14.<\/strong> Environmental Compliance and
\nIndemnity<\/strong>.<\/p>\n<\/p>\n

(a) Borrower will not release (or permit the release of) any hazardous
\nsubstance on the Property in material contravention of Applicable Environmental
\nLaws. The terms “hazardous substances” and “release” will have the meanings
\ndefined in Section 4.09 hereof. In addition, Borrower will observe and comply
\nwith all Applicable Environmental Laws, in all material respects, including
\nwithout limitation the removal from or under the Property constituting immovable
\nproperty of any material amount of hazardous substances or solid wastes (as
\ndefined elsewhere in this Agreement). Borrower will give notice to the Lenders
\nas soon as reasonably possible and in no event more than fifteen (15) days after
\nit receives any compliance orders, environmental citations, or other notices
\nfrom any Governmental Authority relating to any environmental condition relating
\nto its properties or elsewhere for which it may have legal responsibility, with
\na full description thereof; Borrower agrees to take any and all reasonable steps
\nand to perform any and all reasonable actions necessary or appropriate to
\npromptly comply with any such citations, compliance orders or other Applicable
\nEnvironmental Laws requiring it to remove, treat or dispose of such hazardous
\nmaterials, wastes or conditions at the sole expense of Borrower and to provide
\nLenders with satisfactory evidence of such compliance; provided, that nothing
\ncontained herein will preclude Borrower from contesting any such compliance
\norders or citations if such contest is made in good faith, and appropriate
\nreserves are established for the payment for the cost of compliance therewith.
\nNotwithstanding the foregoing provisions, Borrower has informed the Lenders that
\nit or its affiliated tenant intends to utilize in connection with routine
\nbusiness operational activities at the Property, commercial products generally
\navailable to the public or routinely used in Borrower153s business which contain
\nvarying degrees of hazardous substances that are permitted by Applicable
\nEnvironmental Laws. The Lenders acknowledge such intended use and agree that
\nsuch use shall not constitute a breach of the covenants and agreements set forth
\nherein, provided such hazardous substances are used for their intended purpose
\nin accordance with this Agreement and all Applicable Environmental Laws.<\/p>\n<\/p>\n

(b) Borrower will defend, indemnify and hold Lenders, their direct and
\nindirect members and affiliates, and their respective directors, officers,
\nmembers, lenders and employees harmless from and against all claims, demands,
\ncauses of action, liabilities, losses, costs and expenses (including, without
\nlimitation, costs of suit, reasonable attorneys153 fees and fees of expert
\nwitnesses) arising from or in connection with (i) the presence on or under the
\nProperty of any hazardous substances or solid wastes (as defined elsewhere in
\nthis Agreement), or any releases or discharges of any hazardous substances or
\nsolid wastes on, under or from the Property; (ii) any activity carried on or
\nundertaken on or off the Property, whether prior to or during the term of this
\nAgreement, and whether by Borrower or any predecessor in title or any officers,\n<\/p>\n<\/p>\n

27<\/p>\n

\n

\n

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

Section 5.15.<\/strong> Construction Covenants<\/strong>. In
\naddition to the covenants of Borrower otherwise set forth in this Agreement,
\nBorrower hereby agrees that, so long as any part of the Indebtedness is
\noutstanding, unless compliance shall have been waived in writing by Lenders,
\nBorrower shall at all times comply with the following covenants:<\/p>\n<\/p>\n

(a) Commencement and Completion of Project<\/em><\/strong>.
\nBorrower (i) has commenced and will hereafter cause to be prosecuted with
\ndiligence and continuity the permitting, site acquisition, component fabrication
\nand purchase, construction of the Improvements, and the acquisition and
\ninstallation of all equipment and other Property required for the Project, in
\naccordance with the Construction Schedule, the Project Budget, and the Plans and
\nSpecifications; (ii) promptly correct or cause to be corrected any defect in the
\nProperty with respect to the Project, any material departure in the construction
\nor installation of the Improvements and other Property with respect to the
\nProject from the Plans and Specifications, governmental requirements, or any
\nencroachment by any part of the Improvements or other Property with respect to
\nthe Project on any building line, easement, property line, or restricted area;
\n(iii) cause the Project to be completed in good and workmanlike manner; and (iv)
\npromptly notify Lenders of any lien filed by any Contractor, any subcontractor,
\nsupplier or laborer or of Borrower153s knowledge that any Contractor or any
\nsubcontractor, has failed to pay amounts due following the funding of any
\nadvance for the payment of same. Notwithstanding anything to the contrary in
\nthis Agreement, the Project (or either of Phase I or Phase II of the Project) or
\nan Alternative Qualified Project shall not be deemed to have been fully
\ncompleted in accordance with this Agreement (“Completion” or “Completion of the
\nProject”) until all necessary certificates, licenses, consents and other
\napprovals of Governmental Authorities have been issued or made with respect to
\nthe completion of the Project (or the applicable phase thereof), the Alternative
\nQualified Project, if applicable, and the operation of the Project or
\nAlternative Qualified Project, as applicable. Borrower will use its best
\nreasonable efforts to complete Phase I of the Project not later than the
\nScheduled Completion Date for Phase I and to complete Phase II of the Project
\nnot later than the Scheduled Completion Date of Phase II of the Project.<\/p>\n<\/p>\n

(b) Construction Schedule<\/em><\/strong>. Borrower shall promptly
\nnotify Lenders of any modifications to the Construction Schedule which may cause
\nany material delay in the expenditure of funds from the Disbursement Account or
\nin the Scheduled Completion Date for either phase of the Project; provided that
\nsuch notice shall not constitute a waiver by the Lenders of any requirements set
\nforth in the Loan<\/p>\n<\/p>\n

28<\/p>\n

\n

\n

Documents. Upon the occurrence of any material delays that may cause Borrower
\nnot to be in compliance with any of its representations, warranties or covenants
\nin Section 4.18 or Section 5.18 hereof, if any proceeds remain in the
\nDisbursement Account, Borrower shall designate one or more of the Alternative
\nQualified Project(s) to which proceeds in the Disbursement Account are to be
\napplied (to the extent necessary<\/p>\n<\/p>\n

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

(c) Land<\/em><\/strong>. Borrower shall acquire rights to the Land
\nas required to complete the Project and operate the Project thereon in
\naccordance with all applicable governmental requirements for the useful life of
\nthe Project, and shall provide evidence thereof to Lenders, upon request.<\/p>\n<\/p>\n

(d) Plans and Specifications<\/em><\/strong>. The Plans and
\nSpecifications shall materially comply (and the Improvements and other Property
\nwith respect to the Project when constructed and installed in accordance with
\nthe Plans and Specifications, will comply) with all applicable federal, state
\nand local laws, statutes, codes, ordinances, orders, rules, and regulations and
\ninterpretations thereof, including those relating to erosion control, land use
\nand development, subdivision of property, environmental matters, zoning, fire
\nsafety, and structural, architectural or other features of buildings or other
\nimprovements to property or the uses thereof (including those regulating or
\nrequiring access or special facilities for disabled persons). The Plans and
\nSpecifications shall be delivered to the Construction Inspector as available and
\nupon request, to the Disbursing Agent, the Investor, and\/or the Lenders.<\/p>\n<\/p>\n

(e) Improvements and Property<\/em><\/strong>. Neither the
\nconstruction of the Improvements nor the installation or use of the Property
\nwith respect to the Project, nor the operation of the Project when the Project
\nhas been completed, will materially violate (a) any applicable federal, state or
\nlocal law, statute, code, ordinance, order, rule, or any regulation and
\ninterpretation thereof; or (b) any building permits, restrictions or record, or
\nany agreement affecting the Property with respect to the Project or any part
\nthereof, including without limitation, the Construction Documents. Without
\nlimiting the foregoing, all authorizations, approvals,<\/p>\n<\/p>\n

29<\/p>\n

\n

\n

consents, licenses, permits, exemptions of, registrations and filings with,
\nand reports to a Governmental Authority required to complete the Project in
\naccordance with the Plans and Specifications and to operate the Project thereon
\nhave been or shall be obtained prior to the commencement of any work for which
\nsuch Governmental Approval is required. All permits and licenses required for
\nthe use or operation of the Project which cannot be obtained until construction
\nor installation of the Improvements or Property is completed can be obtained if
\nthe Improvements and Property are completed and installed in accordance with the
\nPlans and Specifications.<\/p>\n<\/p>\n

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

Section 5.17.<\/strong> Accounts<\/strong>. Borrower shall
\nmaintain the Disbursement Account with U.S. Bank, National Association.<\/p>\n<\/p>\n

Section 5.18.<\/strong> New Markets Tax Credit Program
\nAffirmative Covenants<\/strong>. As of the date hereof and throughout the term of
\nthe Loans, Borrower hereby covenants to Lenders as follows:<\/p>\n<\/p>\n

(a) At the direction of the Lenders, the Borrower shall prepare and submit,
\nas appropriate, to the Secretary of the Treasury or the IRS (or any other
\ngovernmental authority designated for such purpose), on a timely basis, any and
\nall annual reports, information returns and other certifications and information
\nrequired to avoid any Recapture Event or the imposition of penalties or interest
\non the Lenders or any of its direct or indirect members for failure to comply
\nwith NMTC Law in connection with the Loans, the Project or any Alternative
\nQualified Project replacing the Project;<\/p>\n<\/p>\n

(b) Borrower shall provide such information and sign such documents as are
\nnecessary for the Lenders and their members to make timely, accurate and
\ncomplete submissions of (i) federal and state income tax returns, (ii) reports
\nto governmental agencies, and (iii) any other reports required to be delivered
\nby the Lenders and their members, with respect to the Loans, the Project or any
\nAlternative Qualified Project replacing the Project;<\/p>\n<\/p>\n

(c) Borrower shall promptly provide Lenders and their members with notice of
\nany (i) material default or failure of compliance with respect to any other
\nfinancial, contractual or governmental obligation of Borrower or Guarantor; (ii)
\nIRS proceeding regarding the Project, Guarantor, or Borrower; (iii) material
\nlitigation, criminal action or administrative proceeding against Borrower or
\nGuarantor; or (iv) communication from any other lender or Governmental Authority
\nreceived by Borrower or Guarantor which, in each case, is not in the ordinary
\ncourse of business and which is reasonably expected to have a Material Adverse
\nEffect;<\/p>\n<\/p>\n

(d) Borrower shall maintain its status as a QALICB and shall operate the
\nBusiness and the Project in a manner that satisfies, and shall continue to
\nsatisfy, all restrictions applicable to the Business and the Project generating
\nNew Markets Tax Credits;<\/p>\n<\/p>\n

30<\/p>\n

\n

\n

(e) With respect to the current taxable year and any taxable year during the
\nterm of the Loans, at least fifty percent (50%) of the total gross income of
\nBorrower will be derived from the active conduct of its trade or business within
\nthose Project Census Tracts that constitute Low-Income Communities;<\/p>\n<\/p>\n

(f) With respect to the current taxable year and any taxable year during the
\nterm of the Loans, at least fifty percent (50%) of the use of the tangible
\nproperty of Borrower (whether owned or leased) will be within those Project
\nCensus Tracts that constitute Low-Income Communities; (for purposes of this
\nrepresentation, the percentage of tangible property owned or leased by Borrower
\nduring the taxable year in those Project Census Tracts that constitute
\nLow-Income Communities; shall be determined based on a fraction (i) the
\nnumerator of which is the Average Value of the tangible property used by
\nBorrower within those Project Census Tracts that constitute Low-Income
\nCommunities, and (ii) the denominator of which is the Average Value of all of
\nthe tangible property owned or leased by Borrower and used by Borrower during
\nthe taxable year); provided, however, that for any taxable year in which
\nBorrower has no employees, at least eighty-five percent (85%) of the use of the
\ntangible property of Borrower (whether owned or leased) will be within the
\nProject Census Tracts that constitute Low-Income Communities. Borrower shall
\nprovide a true, correct and complete list of tangible property owned or leased
\nby Borrower and a description of where such property is used by Borrower. To the
\nextent that any tangible property is used outside of those Project Census Tracts
\nthat constitute Low-Income Communities, Borrower shall provide, the cost basis
\nof all property owned by Borrower and the estimated value of any leased property
\nand the basis of such estimate and the business hours of usage of Borrower’s
\nproperty within and without such Project Census Tracts. Borrower shall retain
\nrecords of the foregoing throughout the term of the Loans;<\/p>\n<\/p>\n

(g) With respect to the current taxable year and any taxable year during the
\nterm of the Loans, less than five percent (5%) of the average of the unadjusted
\nbasis of the property of Borrower shall be attributable to Nonqualified
\nFinancial Property. Borrower shall provide to Lenders a true, correct, and
\ncomplete listing of any Nonqualified Financial Property owned by Borrower,
\nincluding therein the unadjusted basis of such property, and shall maintain
\nrecords thereof throughout the term of the Loans;<\/p>\n<\/p>\n

(h) Borrower reasonably anticipates that the proceeds of the Loans shall be
\ndisbursed for Project Costs by December 31, 2012 (excluding the $1,000,000 hold
\nback required pursuant to Appendix I and unused Phase I contingency);<\/p>\n<\/p>\n

(i) With respect to the current taxable year and any taxable year during the
\nterm of the Loans in which Borrower has one or more employees providing services
\n(or a Borrower Affiliate153s employees engaged primarily in providing services to
\nBorrower), at least fifty percent (50%) of the services performed for Borrower
\nby such employees will be within those Project Census Tracts that constitute
\nLow-Income Communities (for purposes of this representation, this percentage is
\ndetermined based on a fraction, the numerator of which is the total amount paid
\nby Borrower for employee services performed in those Project Census Tracts that
\nconstitute Low-Income Communities during the taxable year, and the denominator
\nof which is the total amount paid by Borrower for employee services during the
\ntaxable year). Borrower shall provide a list of employees providing services,
\nincluding a general description of services provided, and if applicable
\ncompensation paid for services rendered within and without such Project Census
\nTracts;<\/p>\n<\/p>\n

31<\/p>\n

\n

\n

(j) With respect to the current taxable year and any taxable year during the
\nterm of the Loans, less than five percent (5%) of the aggregate unadjusted basis
\nof Borrower153s property shall be attributable to Collectibles;<\/p>\n<\/p>\n

(k) At no time during the term of the Loans shall any of the Property be used
\nas, or converted into, Residential Rental Property;<\/p>\n<\/p>\n

(l) With respect to the current taxable year and any taxable year during the
\nterm of the Loans, Borrower shall engage solely in a Qualified Business;<\/p>\n<\/p>\n

(m) With respect to the current taxable year and any taxable year during the
\nterm of the Loans, the trade or business of a tenant or subtenant (if any) shall
\nconsist solely of a Tenant Qualified Business;<\/p>\n<\/p>\n

(n) No portion of the Loan Proceeds shall be used directly or indirectly with
\nrespect to a “qualified low-income building” as defined for purposes of Section
\n42 of the Code;<\/p>\n<\/p>\n

(o) Borrower shall not be a bank, credit union or other financial
\ninstitution;<\/p>\n<\/p>\n

(p) Assuming that each Lender is a qualified community development entity
\nunder Section 45D of the Code, the Loans and each advance thereunder will
\nconstitute a QLICI;<\/p>\n<\/p>\n

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

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

(s) Borrower is and shall be classified as a corporation which is not
\ndisregarded as separate from another entity for federal income tax purposes;<\/p>\n<\/p>\n

(t) The Borrower shall continue to generate gross revenues;<\/p>\n<\/p>\n

(u) All Loan proceeds shall be used solely for the Closing Dividend, the
\nacquisition, development, equipping, furnishing, leasing and operation of the
\nProject and related transaction costs, unless otherwise approved by Lenders in
\naccordance with this Agreement. Borrower will use one hundred percent (100%) of
\nthe proceeds of the Loans for the purposes described herein and, as of the
\nClosing Date, reasonably anticipates that it will expend the proceeds of each
\nadvance of the Loans within one year of the advance;<\/p>\n<\/p>\n

32<\/p>\n

\n

\n

(v) The Borrower will treat the Loans as indebtedness for all purposes, and
\nwill not take any positions contrary to such treatment;<\/p>\n<\/p>\n

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

(i) provide an estimate of the number of construction jobs involved in the
\ndevelopment of the Project, including the jobs held by low-income persons or
\nresidents of Low-Income Communities to the extent the latter information is
\navailable, and a breakdown of the construction jobs based upon wages;<\/p>\n<\/p>\n

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

(iii) the number of households and businesses subscribing to broadband
\nservice that receive new or improved access and the number of educational,
\nlibrary, healthcare, and public safety providers receiving either new or
\nimproved access to broadband service; and<\/p>\n<\/p>\n

(iv) at closing of the Loans, the annual gross revenues of Borrower as of its
\nfiscal year end prior to the closing, and within 120 days of the close of each
\ntax year, the annual gross revenues of Borrower for each preceding tax year.<\/p>\n<\/p>\n

(x) Borrower shall promptly notify Lender of any noncompliance with this
\nSection 5.18 (excluding clause (y));<\/p>\n<\/p>\n

(y) Borrower agrees to cooperate with Lenders by providing such other
\nincidental information as may be reasonably requested by the Lenders for
\npurposes of their communications and publicity regarding the Loans, provided
\nthat the failure of Borrower to provide information under this subsection shall
\nnot result in the imposition of any penalties on Borrower or an Event of Default
\nor Default hereunder;<\/p>\n<\/p>\n

(z) Borrower agrees it will not, without Lenders153 prior written consent
\n(which consent will not be unreasonably withheld), enter into, materially modify
\nor terminate, the Leases, or any lease of a substantial portion of the Property,
\nor any other lease, that in such case is reasonably expected to have a Material
\nAdverse Effect, and in no event shall any leases, amendments or subleases be
\nentered into that would adversely affect the Lenders153 compliance with the New
\nMarkets Tax Credit covenants contained in this Section 5.18; provided that the
\nLenders hereby approve (i) the Leases, (ii) replacement leases to a Borrower
\nAffiliate in substantially the same form as the applicable Lease, and (iii) the
\nassignment of any of the Leases to a Borrower Affiliate;<\/p>\n<\/p>\n

(aa) Borrower shall not permit a change in control or ownership of interests
\nin Borrower which would result in Investor or any Lender having NMTC Control of
\nBorrower;<\/p>\n<\/p>\n

33<\/p>\n

\n

\n

(bb) Borrower acknowledges and agrees that the Lenders may share all
\ninformation pertaining to the Loans, Borrower and the Project with the CDFI
\nFund, the Investor, Lenders153 members, as permitted pursuant to Section 9.19 of
\nthis Agreement, or as required by law; provided that the parties shall not at
\nany time disclose trade secrets or other proprietary information of the Borrower
\nor its Affiliates;<\/p>\n<\/p>\n

(cc) Borrower shall promptly supply the Lenders with any reports, records,
\nstatements, documents or other information reasonably requested by the Lenders
\nin connection with responding to any request by the CDFI Fund and the US
\nDepartment of Treasury with respect to the Loans, the Project or any Alternative
\nQualified Project replacing the Project, including any request pursuant to
\nSection 6.3 or Section 6.5 of the Allocation Agreement (e.g., financial and
\nactivity reports, records, statements, documents and other information for
\npurposes of ensuring compliance with this Section 5.18) as may be required to
\ncomply with NMTC Law, with respect to the Loans, the Project or any Alternative
\nQualified Project replacing the Project, and shall promptly cooperate with the
\nLenders to enable the Lenders to comply with all of the requirements of the
\nAllocation Agreement. In connection therewith, Borrower shall maintain records
\nthroughout the term of the Loans of:<\/p>\n<\/p>\n

(i) the activities and services performed by employees and the administration
\nof their employment (including where their services are performed and, in
\ninstances where such employees also perform services for persons or entities
\nother than Borrower, the allocation of their time between Borrower and any such
\nother person or entity) that are sufficient to establish compliance with the
\nrequirements of this Section 5.18;<\/p>\n<\/p>\n

(ii) the average values and locations of tangible personal property of
\nBorrower that are sufficient to establish compliance with the requirements of
\nthis Section 5.18; and<\/p>\n<\/p>\n

(iii) the unadjusted bases of the property of Borrower generally and in
\nparticular, any Collectibles and any Nonqualified Financial Property it may own,
\nthat are sufficient to establish compliance with the requirements of this
\nSection 5.18;<\/p>\n<\/p>\n

(dd) Borrower shall collaborate with the Lenders with respect to the response
\nto be made to any 90-day notice of noncompliance and ability to cure the
\nprovisions of this Section 5.18 provided by the CDFI Fund to the Lenders
\npursuant to Section 8.6 of the Allocation Agreement;<\/p>\n<\/p>\n

(ee) Borrower shall cooperate with the Lenders in seeking any waiver or
\nextension sought by the Lenders with respect to a Recapture Event (regardless of
\nwhether or not Borrower has violated any covenants provided herein or failed to
\nact as directed by the Lenders), pursuant to Treas. Reg. Section 1.45D-1(e)(5)
\nand Rev. Proc. 2011-1, 20011-1 I.R.B. 1, as amended or supplemented;<\/p>\n<\/p>\n

(ff) Borrower shall not by its action (including but not limited to a
\nprepayment of the Loans during the Compliance Period) or inaction cause a
\nRecapture Event;<\/p>\n<\/p>\n

(gg) Borrower shall agree to any modifications of the foregoing requirements
\nreasonably required to maintain compliance with NMTC Law as determined by
\nLenders; provided that such modifications do not materially adversely impact the
\neconomic terms and conditions of the Loans or Borrower153s obligations hereunder
\nin any material manner; and<\/p>\n<\/p>\n

34<\/p>\n

\n

\n

(hh) Borrower shall provide the Lenders a QALICB compliance certification by
\nFebruary 28 of each fiscal year (or at such times as otherwise requested by
\nLenders) substantially in the form attached hereto as Exhibit H<\/u> to
\nconfirm compliance with this Section 5.18.<\/p>\n<\/p>\n

(ii) Each of Ginsberg Jacobs, LLC, Future Unlimited Law PC, Polsinelli
\nShughart PC, Mark D. Foster and SNR Denton US LLP are hereby permitted to rely
\non the Borrower153s covenants contained herein in connection with the issuance of
\ncorporate, enforceability, federal income tax and other transaction opinions to
\nthe Fund, the Investor and the Lender.<\/p>\n<\/p>\n<\/p>\n

ARTICLE VI <\/strong><\/p>\n

\n

NEGATIVE COVENANTS<\/strong><\/p>\n<\/p>\n

Unless the Lenders153 prior written consent to the contrary is obtained,
\nBorrower will at all times comply with the covenants contained in this Article
\nVI, from the date hereof and for so long as any part of the Indebtedness is
\noutstanding.<\/p>\n<\/p>\n

Section 6.01.<\/strong> Debts, Guaranties and Other
\nObligations<\/strong>. Borrower will not incur, create, assume or in any manner
\nbecome or be liable in respect of any Debt which would reasonably be expected to
\nhave a Material Adverse Effect on the Borrower, whether direct or contingent,
\nexcept for: (a) the Indebtedness to Lenders under the Loan Documents; or (b)
\nDebt previously disclosed to Lenders, set forth on Schedule 1<\/u> attached
\nhereto.<\/em><\/p>\n<\/p>\n

Section 6.02.<\/strong> Liens. <\/strong>Borrower will not
\ncreate, incur, assume or permit to exist any Lien on any of the Collateral now
\nowned or hereafter acquired, except for: the pledge of the Collateral and any
\nother Liens on the Collateral in favor of Lenders to secure the Indebtedness of
\nBorrower to Lenders under the Loan Documents and Permitted Liens.<\/p>\n<\/p>\n

Section 6.03.<\/strong> Reserved.<\/strong><\/p>\n<\/p>\n

Section 6.04.<\/strong> Merger and Sale of Property<\/strong>.
\nBorrower will not acquire, merge with or consolidate with any Person (whether or
\nnot such acquisition, merger, or consolidation requires any capital expenditures
\non the part of Borrower). Borrower will not suffer or permit any amendment to
\nBorrower153s organizational documents that would have a material adverse effect on
\nLenders. Borrower will not sell, assign, lease, exchange, transfer, convey or
\notherwise dispose of (whether in one transaction or in a series of transactions)
\nall or substantially all of the Property to any Person, provided that the
\nLenders hereby consent to the Leases.<\/p>\n<\/p>\n

Section 6.05.<\/strong> ERISA Compliance<\/strong>. Borrower
\nwill not at any time permit any Plan maintained by it to engage in any
\n“prohibited transaction” as such term is defined in Section 4975 of the Code;
\nincur any “accumulated funding deficiency” as such term is defined in Section
\n302 of ERISA; or terminate any such Plan in a manner which could result in the
\nimposition of a Lien on the property of Borrower pursuant to Section 4068 of
\nERISA.<\/p>\n<\/p>\n

35<\/p>\n

\n

\n

Section 6.06.<\/strong> Change of Control<\/strong>. Borrower
\nshall not permit a Change of Control to occur.<\/p>\n<\/p>\n

ARTICLE VII <\/strong><\/p>\n

\n

CONDITIONS OF LENDING<\/strong><\/p>\n<\/p>\n

Section 7.01.<\/strong> Conditions of Loan Advance<\/strong>.
\nThe obligation of the Lenders to close and fund the Loans is subject to the
\naccuracy of each and every representation and warranty of Borrower contained in
\nthis Agreement, and to the receipt by the Lenders of the following on or before
\nthe Closing Date, all of which will be satisfactory in form and substance to the
\nLenders:<\/p>\n<\/p>\n

(a) Agreement<\/em><\/strong>. Duly executed counterpart of this
\nAgreement signed by all the parties hereto;<\/p>\n<\/p>\n

(b) Notes<\/em><\/strong>. Duly executed Notes signed by Borrower;\n<\/p>\n<\/p>\n

(c) Loan Documents<\/em><\/strong>. Duly executed counterparts or
\noriginals of all of the Loan Documents signed by all parties thereto;<\/p>\n<\/p>\n

(d) Formation and Other Documents<\/em><\/strong>. (i) Articles of
\norganization and bylaws of Borrower and Guarantor, together with all amendments,
\ncertified by the Alaska Secretary of State, together with a certificate of good
\nstanding as to Borrower and Guarantor from the Alaska Secretary of State; and
\n(ii) Resolutions of Borrower and Guarantor authorizing the execution of the Loan
\nDocuments to which it is a party certified correct and complete by an authorized
\nofficer of Borrower or Guarantor, as applicable;<\/p>\n<\/p>\n

(e) Opinion of Counsel<\/em><\/strong>. One or more opinions of
\ncounsel to Borrower and Guarantor addressed to the Lenders, in form and
\nsubstance acceptable to the Lenders;<\/p>\n<\/p>\n

(f) Qualified Equity Investment<\/em><\/strong>. Fund will have
\nclosed and funded the Fund QEI;<\/p>\n<\/p>\n

(g) Current Financial Statements. <\/em><\/strong>Audited financial
\nstatements for GCI with respect to fiscal year 2010;<\/p>\n<\/p>\n

(h) Construction Documents<\/em><\/strong>. Executed copies of all
\napplicable Construction Documents, to the extent in effect as of the date
\nhereof;<\/p>\n<\/p>\n

(i) New Markets Tax Credits Program<\/em><\/strong>. Compliance and
\ndebarment certificates and all other instruments reasonably required by Lenders153
\ncounsel;<\/p>\n<\/p>\n

(j) Insurance Policies<\/em><\/strong>. Insurance policies or
\ncertificates required by this Agreement;<\/p>\n<\/p>\n

(k) Project Budget<\/em><\/strong>. The detailed line item cost
\nbreakdown of land costs, construction costs (hard costs), equipment and
\ninstallation costs, and all other related indirect development costs (soft
\ncosts), including working capital, construction period interest reserve and
\ncontingency and a schedule of values;<\/p>\n<\/p>\n

36<\/p>\n

\n

\n

(l) Construction Schedule<\/em><\/strong>. The Construction
\nSchedule from the date hereof through Completion of the Project;<\/p>\n<\/p>\n

(m) Plans and Specifications<\/em><\/strong>. Upon request of a
\nLender, current engineering drawings and specifications, including any
\nrevisions, amendments and addenda as required to complete the construction of
\nthe Improvements, and the installation of equipment and other Property with
\nrespect to the Project;<\/p>\n<\/p>\n

(n) Permits<\/em><\/strong>. Appropriate permits and such other
\nlicenses prerequisite to authorize the construction of the Project in accordance
\nwith the Plans and Specifications, the acquisition and installation of equipment
\nand other Property with respect to the Project, and the operation of the Project
\nthereon, to the extent issued as of the date hereof;<\/p>\n<\/p>\n

(o) Leases.<\/em><\/strong> The Leases; and<\/p>\n<\/p>\n

(p) Other<\/em><\/strong>. The satisfaction of all other applicable
\nprovisions under Article II hereof and all other requirements and conditions
\nreasonably imposed by Lender.<\/p>\n<\/p>\n

Section 7.02.<\/strong> Disbursements. <\/strong>Any and all
\ndisbursements from the Disbursement Account are subject to the satisfaction of
\nthe conditions precedent set forth in Appendix I to the Credit Agreement, which
\nis incorporated herein by reference. Disbursements from the Disbursement Account
\nshall be made in accordance with the procedures set forth in Appendix I.<\/p>\n<\/p>\n

Section 7.03.<\/strong> Limitations of Obligations and
\nLiability.<\/strong> No decision, approval or consent by Disbursing Agent or
\nLenders of a request for disbursement shall be deemed to be an approval or
\nacceptance by any of them of any plans, specifications, work or materials done
\nor furnished, or equipment or property purchased, with respect to the Project,
\nor a representation by any of them as to the fitness of such plans,
\nspecifications, work, materials, equipment, or property. Disbursing Agent,
\nLenders, and their direct and indirect members, and their officers, directors,
\nemployees and agents, shall have no liability to Borrower, any Lender, or any
\nother Person with respect to any decision, approval or consent made or provided
\nby Disbursing Agent, or Lenders in connection with a request for disbursement.
\nAny and all inspections of the Project made by Disbursing Agent, Lenders or
\ntheir agents, employees and\/or designees shall be solely for the Disbursing
\nAgent153s and the Lenders153 own information and shall not be deemed to have been
\nmade for or on account of Borrower or any other Person. Borrower hereby
\nspecifically relieves the Disbursing Agent and Lenders of any and all liability
\nor responsibility in any way relating to the construction of the Improvements,
\nincluding without limitation the work performed thereon, the labor, services or
\nmaterial supplied in connection therewith and any errors, inconsistencies or
\nother defects in the Plans and Specifications heretofore or hereafter accepted
\nby the Lenders or the Disbursing Agent.<\/p>\n<\/p>\n

Section 7.04.<\/strong> No Liability for Liens.<\/strong> The
\nDisbursing Agent and the Lenders shall not be responsible, liable or obligated
\nto the Contractors or any other Person for services or work performed or goods
\ndelivered by any of them, or employed, directly or indirectly, in the
\nconstruction of the Improvements or the acquisition or installation of the
\nequipment or other Property required for the Project, or for any debts or claims
\nwhatsoever accruing in favor of any such parties and against Borrower or others.
\nIt is distinctly understood and expressly agreed that the relationship between
\nthe Lenders and Borrower is that of creditor and<\/p>\n<\/p>\n

37<\/p>\n

\n

\n

debtor, respectively, and that Borrower is not and shall not be an agent of
\nthe Lenders (or the Disbursing Agent) for any purpose whatsoever. Without
\nlimiting the generality of the foregoing, disbursements made at the Lenders153 (or
\nDisbursing Agent153s) option directly to any Contractor, or to any other Person,
\nshall not be deemed a recognition by the Lenders or Disbursing Agent of any
\nthird-party beneficiary status of any such Person.<\/p>\n<\/p>\n

Section 7.05.<\/strong> No Representations.<\/strong> By
\naccepting or approving anything required to be performed or given to Disbursing
\nAgent or the Lenders under the Loan Documents, including any certificate,
\nfinancial statement, survey, appraisal or insurance policy, the Disbursing Agent
\nand the Lenders shall not be deemed to have warranted or represented the
\nsufficiency or legal effect of the same, and no such acceptance or approval
\nshall constitute a warranty or representation by the Disbursing Agent or the
\nLenders to any Person. Disbursing Agent and Lenders may accept documents in
\nconnection with the Loan Documents and Draw Requests (as defined in Appendix I)
\nwhich appear on their face to be in order, without responsibility for further
\ninvestigation, provided that Disbursing Agent and the Lenders believe in good
\nfaith that such documents are valid, sufficient, and genuine.<\/p>\n<\/p>\n

ARTICLE VIII <\/strong><\/p>\n

\n

DEFAULT<\/strong><\/p>\n<\/p>\n

Section 8.01.<\/strong> Events of Default<\/strong>. Any of the
\nfollowing events will be considered an “Event of Default” as that term is used
\nherein.<\/p>\n<\/p>\n

(a) Payments Under the Notes<\/em><\/strong>. Borrower fails to
\nmake payment when due of any principal, interest or other payment obligation due
\non the Notes, or under the Loan Documents, and such failure remains more than
\nfive days after written notice of non-payment (which notice may be sent by
\nordinary mail, fax or e-mail) is given by the Lenders to Borrower.<\/p>\n<\/p>\n

(b) Representations and Warranties<\/em><\/strong>. Any
\nrepresentation or warranty made by Borrower or Guarantor contained in the Loan
\nDocuments proves to have been incorrect in any material respect as of the date
\nthereof; or any representation, or certificate furnished or made to the Lenders
\nby any Person (other than a Lender) under the Loan Documents proves to have been
\nuntrue in any material respect as of the date stated or certified, and such
\nDefault continues uncured for a period of 15 days after written notice of such
\nDefault (specifying the Default) is given by Lenders to the Borrower or
\nGuarantor.<\/p>\n<\/p>\n

(c) Other Indebtedness to the Lenders<\/em><\/strong>. Borrower
\ndefaults in the payment of any amounts due to any of the Lenders relating to any
\nDebt of Borrower to any of the Lenders (other than the Loans) in excess of
\n$500,000, and any grace period applicable to such default has elapsed, and such
\nDefault continues uncured for a period of 15 days after written notice of such
\nDefault (specifying the Default) is given by the applicable Lender to Borrower.\n<\/p>\n<\/p>\n

38<\/p>\n

\n

\n

(d) Other Debt to Another Lender<\/em><\/strong>. Borrower defaults
\nin the payment of any amounts due to any Person (other than to a Lender)
\nrelating to any Debt of Borrower to any Person (other than a Lender), which Debt
\nis in excess of $500,000 and any grace period applicable to such default has
\nelapsed.<\/p>\n<\/p>\n

(e) Involuntary Bankruptcy or Receivership
\nProceedings<\/em><\/strong>. A receiver, conservator, liquidator or trustee of
\nBorrower or Guarantor, or of any substantial portion of its property is
\nappointed by order or decree of any court or agency or supervisory authority
\nhaving jurisdiction; or an order for relief is entered against Borrower or
\nGuarantor under the Federal Bankruptcy Code; or any material portion of any
\nproperty of Borrower or Guarantor is sequestered by court order and such order
\nremains in effect for more than 30 days after such party obtains knowledge
\nthereof; or a petition is filed against Borrower or Guarantor under any state,
\nreorganization, arrangement, insolvency, readjustment of debt, dissolution,
\nliquidation or receivership law of any jurisdiction, whether now or hereafter in
\neffect, and such petition is not dismissed within 60 days.<\/p>\n<\/p>\n

(f) Voluntary Petitions<\/em><\/strong>. Borrower or Guarantor
\nfiles a case under the Federal Bankruptcy Code or seeks relief under any
\nprovision of any bankruptcy, reorganization, arrangement, insolvency,
\nreadjustment of debt, dissolution or liquidation law of any jurisdiction,
\nwhether now or hereafter in effect, or consents to the filing of any case or
\npetition against it under any such law.<\/p>\n<\/p>\n

(g) Assignments for Benefit of Creditors<\/em><\/strong>. Borrower
\nor Guarantor makes an assignment for the benefit of its creditors, or admits in
\nwriting its inability to pay its debts generally as they become due, or consents
\nto the appointment of a receiver, trustee or liquidator of Borrower or
\nGuarantor, or of all or any substantial part of Borrower153s or Guarantor153s
\nproperty.<\/p>\n<\/p>\n

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

(i) Delay in Scheduled Completion Date<\/em><\/strong>. Work on the
\nProject (or an Alternative Qualified Project) shall be substantially abandoned,
\nor shall, by reason of Borrower153s fault, be discontinued for a period of more
\nthan sixty (60) days, or construction shall be delayed for any reason whatsoever
\nto the extent that Completion of Phase I of the Project (or an Alternative
\nQualified Project) cannot, in the reasonable judgment of Lenders, be
\naccomplished on or before the applicable Scheduled Completion Date. If there is
\na delay that would otherwise result in an Event of Default under the foregoing
\nprovisions, then if (i) the Borrower proposes<\/p>\n<\/p>\n

39<\/p>\n

\n

\n

one or more Alternative Qualified Projects that would utilize the Loan funds
\nprior to the Phase I Scheduled Completion Date and consistent with NMTC Program
\nRequirements (as determined by Lenders in good faith, based on the advice of
\ncounsel) and provides all due diligence documentation for such Alternative
\nQualified Project(s) within thirty (30) days following written notice, and (ii)
\nLenders shall have approved such Alternative Qualified Project(s) (which
\napproval shall not be unreasonably withheld) and Borrower and Guarantors shall
\nhave entered into any amendments to the Loan Documents (and any other
\ntransaction documents) reasonably required by Lenders to reflect the use of Loan
\nproceeds to finance such Alternative Qualified Project(s) within sixty (60) days
\nfollowing such written notice, such delay shall not constitute an Event of
\nDefault hereunder.<\/p>\n<\/p>\n

(j) Effectiveness of Documents<\/em><\/strong>. Any Loan Document
\nshall, at any time, cease to be in full force and effect or shall be judicially
\ndeclared null and void, or the validity or enforceability thereof shall be
\ncontested by Borrower or the Lenders shall cease to have a valid and perfected
\nsecurity interest having the priority contemplated thereunder in the collateral
\ndescribed therein, other than by action or inaction of any Lender, if any of the
\nforegoing shall remain unremedied for 10 days or more after receipt or notice
\nthereof to Borrower from Lender.<\/p>\n<\/p>\n

(k) Other Covenants<\/em><\/strong>. Borrower or Guarantor defaults
\nin the observance or performance of any of the covenants or agreements contained
\nin the Loan Documents, to be kept or performed by Borrower or Guarantor, as
\napplicable (other than a default under the other Subsections of this Section
\n8.01), and such default continues unremedied for a period of 30 days after
\nnotice thereof being given by Lenders to Borrower or Guarantor, as applicable;
\nprovided, that if it is not reasonably feasible for Borrower or Guarantor to
\ncure such default within 30 days, so long as Borrower or Guarantor has commenced
\nefforts to cure within such 30-day period and is diligently pursuing efforts to
\ncure, Borrower or Guarantor, shall have an additional 60 days in which to cure
\nsuch default. Borrower153s and Guarantor153s rights to cure will be applicable only
\nto curable defaults.<\/p>\n<\/p>\n

(l)<\/em><\/strong> Financial Condition<\/em><\/strong>.
\nBorrower or Guarantor shall incur or permit to exist a change to its financial
\ncondition that has or would reasonably be expected to have a Material Adverse
\nEffect upon its ability to perform its obligations under the Loan Documents.<\/p>\n<\/p>\n

Section 8.02.<\/strong> Remedies<\/strong>. Upon the occurrence
\nand during the continuation of any Event of Default, Lenders may, in their sole
\ndiscretion, pursue any one or more of the following remedies concurrently or
\nsuccessively, it being the intent hereof that none of such remedies shall be to
\nthe exclusion of any other:<\/p>\n<\/p>\n

(a) take possession of the Collateral pursuant to the Collateral Documents;\n<\/p>\n<\/p>\n

(b) perform any or all of Borrower153s covenants and agreements hereunder,
\nunder any of the other Loan Documents, or under any lease or sublease;<\/p>\n<\/p>\n

(c) declare the entire indebtedness evidenced by the Notes, without demand or
\nnotice of any kind (which are hereby expressly waived) to be due and payable at
\nonce and, in such event, such indebtedness and obligations shall become
\nimmediately due and payable;<\/p>\n<\/p>\n

(d) set off any sum due to or incurred by Lenders against all deposits and
\ncredits of Borrower with, and any and all claims of Borrower against, Lenders.
\nSuch right shall exist whether or not Lenders shall have made any demand
\nhereunder or under any other Loan Documents, whether or not said sums, or any
\npart thereof, or deposits and credits held for the account of Borrower is or are
\nmatured or unmatured, and<\/p>\n<\/p>\n

40<\/p>\n

\n

\n

regardless of the existence or adequacy of any collateral, guaranty or any
\nother security, right or remedy available to Lenders. Lenders agree that, as
\npromptly as is reasonably possible after the exercise of any such setoff right,
\nthey shall notify Borrower of the exercise of such setoff right; provided,
\nhowever, that the failure of Lenders to provide such notice shall not affect the
\nvalidity of the exercise of such setoff rights. Nothing in this Agreement shall
\nbe deemed a waiver or prohibition of or restriction on Lenders to all rights of
\nbanker153s lien, setoff and counterclaim available pursuant to law; and<\/p>\n<\/p>\n

(e) exercise any or all remedies specified herein and in the other Loan
\nDocuments, and\/or exercise any other remedies which it may have therefor at law,
\nin equity or under statute.<\/p>\n<\/p>\n

Any expense incurred by the Lenders, including but not limited to the Lead
\nCDE pursuant to the Intercreditor Agreement, in the performance of any of the
\nforegoing remedies, shall be deemed to be part of the Indebtedness of Borrower.
\nWaveland XVI has been appointed to serve as Lead CDE and enforce remedies on
\nbehalf of the Lenders pursuant to the Intercreditor Agreement, unless and until
\na successor is appointed as the Lead CDE thereunder, with notice to the
\nBorrower. The Lenders acknowledge and agree that the Guarantors and Borrower
\nshall be entitled to rely on any communication received by them from the Lead
\nCDE in connection with the exercise of any of the foregoing remedies and that
\nneither the Guarantors nor Borrower shall have any obligation to confirm such
\nauthority with any Lender unless such Lender has notified the Guarantors and\/or
\nBorrower in writing to the contrary.<\/p>\n<\/p>\n

ARTICLE IX <\/strong><\/p>\n

\n

MISCELLANEOUS<\/strong><\/p>\n<\/p>\n

Section 9.01.<\/strong> Notices<\/strong>. Any notice or demand
\nwhich, by provision of this Agreement, is required or permitted to be given or
\nserved by Lender to or on Borrower will be in writing and will be deemed to have
\nbeen sufficiently given and served for all purposes (if mailed) three calendar
\ndays after being deposited, postage prepaid, in the United States Mail,
\nregistered or certified mail, or (if delivered by express courier) one Business
\nDay after being delivered to such courier, or (if delivered in person or by
\nfacsimile transmission) the same day as delivery with receipt confirmed, in each
\ncase addressed (until another address is given in writing by Borrower to Lender)
\nas follows:<\/p>\n<\/p>\n

To Borrower: Unicom, Inc.<\/p>\n<\/p>\n

c\/o General Communication, Inc.<\/p>\n<\/p>\n

Corporate Counsel<\/p>\n<\/p>\n

2550 Denali Street, Suite 1000<\/p>\n<\/p>\n

Anchorage, Alaska 99503<\/p>\n<\/p>\n

Facsimile: (907) 868-5676<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

if to NDF VIII Lender:<\/p>\n<\/td>\n

\n

Northern Development Fund VIII, LLC<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

c\/o Alaska Growth Capital BIDCO, Inc.<\/p>\n<\/p>\n

3900 C Street, Suite 302<\/p>\n<\/p>\n

Anchorage, Alaska 99503<\/p>\n<\/p>\n

Attention: Hugh Short, President\/CEO<\/p>\n<\/p>\n

Facsimile: (907) 339-6771<\/p>\n<\/p>\n

41<\/p>\n

\n

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

with a copy to:<\/p>\n<\/td>\n

\n

Future Unlimited Law PC<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

P.O. Box 2776<\/p>\n<\/p>\n

Yelm, Washington 98597<\/p>\n<\/p>\n

Attention: Ruth Sparrow<\/p>\n<\/p>\n

Facsimile: (360) 458-2509<\/p>\n<\/p>\n

if to TNM X Lender: Travois New Markets Project CDE X, LLC<\/p>\n<\/p>\n

c\/o Travois New Markets, LLC<\/p>\n<\/p>\n

310 W. 19th Terrace<\/p>\n<\/p>\n

Kansas City, Missouri 64108<\/p>\n<\/p>\n

Attention: Philip Glynn, Director<\/p>\n<\/p>\n

Facsimile: (816) 994-8974<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

with a copy to:<\/p>\n<\/td>\n

\n

Polsinelli Shughart PC<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

700 W. 47th Street, Suite 1000<\/p>\n<\/p>\n

Kansas City, Missouri 64112<\/p>\n<\/p>\n

Attention: Ingrid F. VanBiber<\/p>\n<\/p>\n

Facsimile: (816) 753-1536<\/p>\n<\/p>\n<\/p>\n\n\n\n
\n

If to Waveland XVI Lender:<\/p>\n<\/td>\n

\n

Waveland Community Development, LLC<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

c\/o Waveland Ventures, LLC<\/p>\n<\/p>\n

825 N. Jefferson Street, Suite 300<\/p>\n<\/p>\n

Milwaukee, Wisconsin 53202<\/p>\n<\/p>\n

Attention: Paul Deslongchamps<\/p>\n<\/p>\n

Facsimile: (414) 291-5893<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

and to:<\/p>\n<\/td>\n

\n

Waveland Community Development, LLC<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

515 Congress Avenue, Suite 1700<\/p>\n<\/p>\n

Austin, Texas 78701<\/p>\n<\/p>\n

Attnention: Rick Hayes<\/p>\n<\/p>\n

Facsimile: (512) 322-9040<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

with a copy to:<\/p>\n<\/td>\n

\n

Law Office of Mark D. Foster<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4835 LBJ Freeway, Suite 424<\/p>\n<\/p>\n

Dallas, Texas 75244<\/p>\n<\/p>\n

Attention: Mark D. Foster<\/p>\n<\/p>\n

Facsimile: (214) 363-9551<\/p>\n<\/p>\n

If to any Lender,<\/p>\n<\/p>\n

With a copy to: U.S. Bancorp Community Development Corp.<\/p>\n<\/p>\n

1307 Washington Ave., Ste. 300<\/p>\n<\/p>\n

St. Louis, MO 63103<\/p>\n<\/p>\n

Attention: Director of Asset Management – NMTC<\/p>\n<\/p>\n

Reference # 21036<\/p>\n<\/p>\n

Facsimile: (314) 335-2602<\/p>\n<\/p>\n

Email: usbcdc.nmtc&htc@usbank.com<\/p>\n<\/p>\n

42<\/p>\n

\n

\n

and to: SNR Denton US LLP<\/p>\n<\/p>\n

233 South Wacker Drive, Suite 7800<\/p>\n<\/p>\n

Chicago, Illinois 60606<\/p>\n<\/p>\n

Attention: Scott A. Lindquist, Esq.<\/p>\n<\/p>\n

Facsimile: (312) 876-7934<\/p>\n<\/p>\n

Section 9.02.<\/strong> Entire Agreement<\/strong>. The Loan
\nDocuments now, or hereafter to be, executed set forth the entire agreement of
\nLenders and Borrower and supersede all prior written or oral understandings with
\nrespect thereto. This Agreement shall control in the event of any conflict in
\nthe terms and conditions hereof and of the other Loan Documents.<\/p>\n<\/p>\n

Section 9.03.<\/strong> Renewal, Extension or
\nRearrangement<\/strong>. All provisions of this Agreement relating to the Notes
\nwill apply with equal force and effect to each and all promissory note(s)
\nhereinafter executed which in whole or in part represent a renewal, extension
\nfor any period, increase, decrease or rearrangement of any part of the Notes.\n<\/p>\n<\/p>\n

Section 9.04.<\/strong> Amendment<\/strong>. None of the Loan
\nDocuments may be changed, waived, discharged or terminated orally or in any
\nmanner other than by an instrument in writing signed by the party against whom
\nenforcement of the change, waiver, discharge or termination is sought.<\/p>\n<\/p>\n

Section 9.05.<\/strong> Invalidity<\/strong>. In the event that
\nany one or more of the provisions contained in the Loan Documents will, for any
\nreason, be held invalid, illegal or unenforceable in any respect, such
\ninvalidity, illegality or unenforceability will not affect any other provision
\nof the Loan Documents.<\/p>\n<\/p>\n

Section 9.06.<\/strong> Survival of Agreements<\/strong>. All
\nrepresentations and warranties of Borrower herein, and all covenants and
\nagreements herein not fully performed before the effective date of this
\nAgreement, will survive such date.<\/p>\n<\/p>\n

Section 9.07.<\/strong> Waivers<\/strong>. No course of dealing
\non the part of Lenders or their officers, direct or indirect members, or
\nconsultants, nor any failure or delay by Lenders with respect to exercising any
\nof their rights, powers or privileges under the Loan Documents will operate as a
\nwaiver thereof.<\/p>\n<\/p>\n

Section 9.08.<\/strong> Cumulative Rights<\/strong>. The rights
\nand remedies of Lenders under the Loan Documents will be cumulative, and the
\nexercise or partial exercise of any such right or remedy will not preclude the
\nexercise of any other right or remedy available to the Lenders under the Loan
\nDocuments or by law.<\/p>\n<\/p>\n

Section 9.09.<\/strong> Time of the Essence<\/strong>. Time
\nwill be deemed of the essence with respect to the performance of all of the
\nterms, provisions and conditions on the part of Borrower and the Lenders to be
\nperformed hereunder.<\/p>\n<\/p>\n<\/p>\n

43<\/p>\n

\n

\n

Section 9.10.<\/strong> Successors and Assigns;
\nParticipants<\/strong>.<\/p>\n<\/p>\n

(a) Subject to Section 9.10(b) and (d) below, all covenants and agreements
\ncontained by or on behalf of Borrower in the Loan Documents will bind its
\nsuccessors and assigns and will inure to the benefit of the Lenders and their
\nrespective successors and assigns.<\/p>\n<\/p>\n

(b) This Agreement is only for the benefit of the Lenders and for their
\nPermitted Assignees (defined below). “Permitted Assignees” shall mean (i) the
\nFund and (ii) only upon and during the continuance of an Event of Default,
\nsubject to Section 9.10(d) below, such other Person or Persons as may from
\ntime-to-time become or be the holders of any of the Indebtedness, and this
\nAgreement will be transferable and negotiable, with the same force and effect
\nonly to Permitted Assignees, it being understood that, upon the transfer or
\nassignment by the Lenders of any of the Indebtedness to a Permitted Assignee,
\nthe legal holder of such Indebtedness which is a Permitted Assignee will have
\nall of the rights granted to the Lenders under this Agreement.<\/p>\n<\/p>\n

(c) Subject to Section 9.10(d) below, Borrower hereby recognizes and agrees
\nthat the Lenders may, from time-to-time, one or more times, transfer all or any
\nportion of the Indebtedness to one or more third parties; provided that such
\nthird parties are Permitted Assignees. Subject to Section 9.01(d) below,
\nBorrower specifically (i) consents to all such transfers and assignments and
\nwaives any subsequent notice of and right to consent to any such transfers and
\nassignments as may be provided under applicable Alaska law; (ii) agrees that the
\npurchaser of a participation interest in the Indebtedness that is a Permitted
\nAssignee will be considered as the absolute owner of a percentage interest of
\nsuch Indebtedness and that such a purchaser will have all of the rights granted
\nto the purchaser under any participation agreement governing the sale of such a
\nparticipation interest; (iii) waives any right of offset that Borrower may have
\nagainst such lender and\/or any purchaser of such a participation interest in the
\nIndebtedness that is a Permitted Assignee, and unconditionally agrees that
\neither such lender or such a purchaser may enforce Borrower153s Indebtedness under
\nthis Agreement, irrespective of the failure or insolvency of such lender or any
\nsuch purchaser; (iv) agrees that any purchaser of a participation interest in
\nthe Indebtedness that is a Permitted Assignee may exercise any and all rights of
\ncounter claim, setoff, banker153s lien and other liens with respect to any and all
\nmoneys owing to Borrower; and (v) agrees that, upon any transfer of all or any
\nportion of the Indebtedness to a Permitted Assignee, such lender may transfer
\nand deliver any and all collateral securing repayment of such Indebtedness to
\nthe transferee of such Indebtedness and such collateral will secure any and all
\nof the Indebtedness in favor of such a transferee, and after any such transfer
\nhas taken place, such lender will be fully discharged from any and all future
\nliability and responsibility to Borrower with respect to such collateral, and
\nthe transferee thereafter will be vested with all the powers, rights and duties
\nwith respect to such collateral.<\/p>\n<\/p>\n

(d) Notwithstanding anything to the contrary set forth herein, prior to a
\ntransfer of all or any portion of the Loans by any of the Lenders (excluding
\ntransfers to the Fund), the applicable Lenders shall first offer GCI, Inc., in
\nwriting, the right to purchase the Loans (the “Loan Purchase Offer”). The
\npurchase price (“Purchase Price”) shall be equal to the consideration to be paid
\nby the transferee.<\/em> The written Loan Purchase Offer sent to GCI, Inc.
\n(at the Borrower153s address set forth herein) shall set forth the calculation and
\nsupporting documentation of the Purchase Price as of the date of such Loan
\nPurchase Offer. GCI, Inc. shall have fifteen (15) Business Days following
\nreceipt of a Lender153s Loan Purchase Offer in which to accept, in writing, the
\noffer to purchase such Loans, and the loan documents evidencing or relating to
\nsuch Loans. If GCI,<\/p>\n<\/p>\n

44<\/p>\n

\n

\n

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

Section 9.11.<\/strong> Relationship Between the
\nParties<\/strong>. The relationship between Lenders, on the one hand, and
\nBorrower, on the other, will be solely that of lender and borrower, and such
\nrelationship will not, under any circumstances whatsoever, be construed to be a
\njoint venture, joint adventure, or partnership.<\/p>\n<\/p>\n

Section 9.12.<\/strong> Third-Party Beneficiaries<\/strong>.
\nAll obligations of the Lenders to make advances or approve disbursements of Loan
\nproceeds hereunder are imposed solely and exclusively for the benefit of
\nBorrower and its permitted assigns. No other person will have standing to
\nrequire satisfaction of such condition or be entitled to assume that Lenders
\nwill refuse to make the advance in the absence of strict compliance with any or
\nall conditions thereof, and no other person will, under any circumstances, be
\ndeemed to be a beneficiary of such conditions, any or all of which may be freely
\nwaived, in whole or in part, by the Lenders at any time in its sole discretion.\n<\/p>\n<\/p>\n

Section 9.13.<\/strong> [Reserved]<\/strong>.<\/p>\n<\/p>\n

Section 9.14.<\/strong> Titles of Articles, Sections and
\nSubsections<\/strong>. All titles or headings to articles, sections, subsections
\nor other divisions of this Agreement or the exhibits hereto are only for the
\nconvenience of the parties and will not be construed to have any effect or
\nmeaning with respect to the other content of such articles, sections,
\nsubsections or other divisions, such other content being controlling as to the
\nagreement between the parties hereto.<\/p>\n<\/p>\n

Section 9.15.<\/strong> Singular and Plural<\/strong>. Words
\nused herein in the singular, where the context so permits, will be deemed to
\ninclude the plural and vice versa. The definitions of words in the singular
\nherein will apply to such words when used in the plural where the context so
\npermits and vice versa.<\/p>\n<\/p>\n

45<\/p>\n

\n

\n

Section 9.16.<\/strong> Governing Law<\/strong>. This Agreement
\nis, and the Notes will be, contracts made under and will be construed in
\naccordance with and governed by the laws of the United States of America and the
\nState of Alaska.<\/p>\n<\/p>\n

Section 9.17.<\/strong> Counterparts<\/strong>. This Agreement
\nmay be executed in two or more counterparts, and it will not be necessary that
\nthe signatures of all parties hereto be contained on any one counterpart hereof;
\neach counterpart will be deemed an original, but all of which together will
\nconstitute one and the same instrument.<\/p>\n<\/p>\n

Section 9.18.<\/strong> Waiver of Jury Trial; Submission To
\nJurisdiction<\/strong>.<\/p>\n<\/p>\n

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

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

Section 9.19.<\/strong> Publication<\/strong>. At the request
\nof any of the Lenders or the Investor, the Borrower will include an
\nacknowledgement of the Lenders153 and the Investor153s financing of the Project on
\nthe Project website. Borrower hereby gives the Lenders permission to publicize
\ntheir participation in the financing of the Project; provided that the Lenders
\nshall present to Borrower an advance copy of such material for its reasonable
\nreview and comment, and further provided that after the Borrower has approved a
\nform of Project description to be used for publicity, including the text and
\nphotos, if any, such form (or a form substantially the same in all material
\nrespects, or a portion thereof) may be used for any such purpose without further
\napproval. Subject to the foregoing approval requirements, Borrower hereby
\nauthorizes the Lenders to reproduce and display any media (including, without
\nlimitation, photographs and illustrations) of the Project submitted to the
\nLenders by Borrower. Borrower represents and warrants to the Lenders that
\nBorrower has obtained any and all licenses and\/or permissions necessary for
\nBorrower153s and Lenders153 use of such media.<\/p>\n<\/p>\n<\/p>\n

46<\/p>\n

\n

\n<\/p>\n

IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to
\nbe duly executed as of the date first above written.<\/p>\n<\/p>\n

BORROWER<\/strong>:<\/p>\n<\/p>\n

UNICOM, INC.<\/strong>, an Alaska corporation<\/p>\n<\/p>\n<\/p>\n<\/p>\n

By: \/s\/ Martin Cary <\/u><\/p>\n<\/p>\n

Martin Cary, Vice President & General<\/p>\n<\/p>\n

Manager, Marketing and Sales<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

[Lender signature pages follow<\/em>]<\/p>\n

\n<\/p>\n

Credit Agreement Signature Page<\/p>\n

\n

\n<\/p>\n

NDF VIII:<\/strong><\/p>\n<\/p>\n<\/p>\n

NORTHERN DEVELOPMENT FUND VIII, LLC, <\/strong>an Alaska limited
\nliability company<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

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

\n

Alaska Growth Capital BIDCO, Inc., an Alaska corporation, its managing member\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n\n

By: \/s\/ Hugh Short <\/u><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Hugh Short, President and Chief Executive<\/p>\n

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

Credit Agreement Signature Page<\/p>\n

\n<\/p>\n

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

DISBURSING AGENT:<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

ALASKA GROWTH CAPITAL BIDCO, INC.<\/strong>, an Alaska corporation<\/p>\n<\/p>\n<\/p>\n<\/p>\n

By: \/s\/ Hugh Short<\/u>___________________<\/p>\n<\/p>\n

Hugh Short, President and Chief Executive<\/p>\n<\/p>\n

Officer<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n

Credit Agreement Signature Page<\/p>\n

\n

\n<\/p>\n

TNM X:<\/strong><\/p>\n<\/p>\n<\/p>\n

TRAVOIS NEW MARKETS PROJECT CDE X, LLC, <\/strong>a Delaware limited
\nliability company<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

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

\n

Travois New Markets, LLC, a Missouri limited liability company, its managing
\nmember<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n\n

By: \/s\/ Philip Glynn<\/u>___________________<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Philip Glynn, Director<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Credit Agreement Signature Page<\/p>\n

\n<\/p>\n

\n<\/p>\n

WAVELAND XVI:<\/strong><\/p>\n<\/p>\n<\/p>\n

WAVELAND SUB CDE XVI, LLC, <\/strong>a Colorado limited liability
\ncompany<\/p>\n<\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

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

\n

Waveland Community Development, LLC, a Colorado limited liability company,
\nits managing member<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

By: Waveland Ventures, LLC, a Colorado limited liability company, its
\nmanaging member<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n\n\n\n\n\n
<\/td>\n\n

By: \/s\/ Rick Hayes<\/u>___________________<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Rick Hayes, Manager<\/p>\n<\/td>\n<\/tr>\n

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

Credit Agreement Signature Page<\/p>\n

\n<\/p>\n

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