Exhibit 10.1
AMENDMENT NO. 2 TO NINTH AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT NO. 2 TO NINTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of October 16, 2026, by and among GCI, LLC (the “Borrower”), the Subsidiary Guarantors, Ventures Holdco, LLC, Credit Agricole Corporate and Investment Bank, as administrative agent (in such capacity, the “Administrative Agent”) and the Incremental Revolving Lender (as defined below).
W I T N E S S E T H :
WHEREAS, the Borrower, the Lenders from time to time party thereto and the Administrative Agent, among others, are parties to that certain Ninth Amended and Restated Credit Agreement, dated as of March 25, 2025 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”; and, as amended by this Amendment, the “Amended Credit Agreement”);
WHEREAS, pursuant to and in accordance with Section 2.13 of the Existing Credit Agreement, the Borrower has requested a Revolving Commitment Increase in respect of the Existing Revolving Facility in an aggregate principal amount of $30,000,000 (the “Incremental Revolving Commitments”); and
WHEREAS, the Borrower, Subsidiary Guarantors, Ventures Holdco, the Incremental Revolving Lender and the Administrative Agent have agreed, on the terms and conditions set forth herein in accordance with Section 2.13 of the Existing Credit Agreement, to amend the Existing Credit Agreement as set forth herein.
NOW, THEREFORE, in consideration of the covenants and agreements contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
““Amendment No. 2” means Amendment No. 2 to Ninth Amended and Restated Credit Agreement, dated as of October 16, 2026, by and among the Borrower, Ventures Holdco, the other Loan Parties party thereto, Banco Santander, S.A., New York Branch, as an Incremental Revolving Lender, and the Administrative Agent.”; and
““Amendment No. 2 Effective Date” has the meaning set forth in Amendment No. 2.”
““Loan Documents” means this Agreement, Amendment No. 1, Amendment No. 2, the Notes, Letters of Credit, each application for a Letter of Credit executed and delivered by the Borrower to the extent that any Letter of Credit related thereto is still outstanding, each Facility Amendment, the Security Documents, any Intercreditor Agreement entered into by the Administrative Agent as representative for the Secured Parties and the Amendment Agreement.””; and
““Revolving Commitment” means, with respect to each Lender having a Revolving Commitment under a Facility, the commitment of such Lender to make or maintain Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans thereunder in an aggregate outstanding amount not exceeding the amount of such Lender’s Revolving Commitment as set forth, with respect to the Existing Revolving Facility, on Schedule 1.1A (as amended and restated by Schedule 2 to Amendment No. 2), with respect to the 2026 Incremental Revolving Commitments, on Schedule 1 to Amendment No. 1, in the Facility Amendments executed and delivered by such Lender, the Borrower and the Administrative Agent, and in each Assignment and Acceptance pursuant to which such Lender shall have assumed such Revolving Commitment, as applicable, as such commitment may be increased from time to time pursuant to Section 2.13 or be reduced from time to time pursuant to Section 2.5, pursuant to assignments by or to such Lender pursuant to Section 10.4 or upon the expiration thereof. The amount of each Lender’s Revolving Commitment under the Existing Revolving Facility on the Amendment Effective Date is set forth on such Schedule 1.1A and, as of the Amendment No. 2 Effective Date, is set forth on Schedule 2 to Amendment No. 2. The aggregate amount of the Revolving Commitments under the Existing Revolving Facility on the Amendment No. 2 Effective Date is $480,000,000. The amount of each Lender’s 2026 Incremental Revolving Commitment under the 2026 Incremental Revolving Facility on the Amendment No. 1 Effective Date is set forth on such Schedule 1 to Amendment No. 1; provided that the 2026 Incremental Revolving Commitment shall not constitute “Commitments” hereunder until, and subject to the occurrence of, the Amendment No. 1 Funding Date. The aggregate amount of the 2026 Incremental Revolving Commitments under the 2026 Incremental Revolving Facility on the Amendment No. 1 Effective Date is $25,000,000; provided that the 2026 Incremental Revolving Commitment shall not constitute “Commitments” hereunder until, and subject to the occurrence of, the Amendment No. 1 Funding Date.”
The Administrative Agent shall notify the Borrower and the Lenders of the Amendment No. 2 Effective Date, and such notice shall be conclusive and binding.
[Signatures on following pages.]
IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date first set forth above.
| | CREDIT AGRICOLE CORPORATE AND | |
| | INVESTMENT BANK, as Administrative Agent | |
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| | By: | /s/ Daven Popat |
| | Name: Daven Popat | |
| | Title: Managing Director | |
| | By: | /s/ Wudasse Zaudou |
| | Name: Wudasse Zaudou | |
| | Title: Director | |
[GCI –Signature Page to Amendment No. 2 to Ninth Amended and Restated Credit Agreement]
| | BORROWER: | |
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| | GCI, LLC | |
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| | By: | /s/ Peter J. Pounds |
| | Name: Peter J. Pounds | |
| | Title: Senior Vice President/Finance | |
| | GUARANTORS: | |
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| | GCI HOLDINGS, LLC | |
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| | By: | /s/ Peter J. Pounds |
| | Name: Peter J. Pounds | |
| | Title: Senior Vice President, Chief Financial Officer & Treasurer | |
| | GCI CABLE, INC. | |
| | GCI COMMUNICATION CORP. | |
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| | By: | /s/ Peter J. Pounds |
| | Name: Peter J. Pounds | |
| | Title: Senior Vice President, Chief Financial Officer, Secretary & Treasurer | |
| | GCI WIRELESS HOLDINGS, LLC | |
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| | By: | /s/ Peter J. Pounds |
| | Name: Peter J. Pounds | |
| | Title: Chief Financial Officer, Treasurer & Secretary | |
| | POTTER VIEW DEVELOPMENT CO., INC. | |
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| | By: | /s/ Peter J. Pounds |
| | Name: Peter J. Pounds | |
| | Title: Secretary & Treasurer | |
[GCI –Signature Page to Amendment No. 2 to Ninth Amended and Restated Credit Agreement]
| | CYCLE 30, INC. | |
| | GCI NADC LLC | |
| | GCI SADC LLC | |
| | DENALI MEDIA HOLDINGS, CORP. | |
| | BBN, INC. | |
| | SUPERVISION, INC. | |
| | INTEGRATED LOGIC LLC | |
| | KODIAK KENAI FIBER LINK, INC. | |
| | KODIAK-KENAI CABLE COMPANY, LLC | |
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| | By: | /s/ Peter J. Pounds |
| | Name: Peter J. Pounds | |
| | Title: Treasurer | |
| | GCI FIBER COMMUNICATION CO., INC. | |
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| | By: | /s/ Peter J. Pounds |
| | Name: Peter J. Pounds | |
| | Title: Secretary | |
| | BORTEK, LLC | |
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| | By: | GCI HOLDINGS, LLC, its sole member |
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| | By: | /s/ Peter J. Pounds |
| | Name: Peter J. Pounds | |
| | Title: Senior Vice President, Chief Financial Officer, Secretary & Treasurer | |
| | THE ALASKA WIRELESS NETWORK, LLC | |
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| | By: | /s/ Peter J. Pounds |
| | Name: Peter J. Pounds | |
| | Title: Senior Vice President & Chief Financial Officer | |
| | ALASKA UNITED FIBER SYSTEM | |
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| | By: GCI COMMUNICATION CORP., its | |
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| | By: | /s/ Peter J. Pounds |
| | Name: Peter J. Pounds | |
| | Title: Senior Vice President, Chief Financial Officer, Secretary & Treasurer | |
| | | |
| | By: GCI HOLDINGS, LLC, its general partner | |
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| | By: | /s/ Peter J. Pounds |
| | Name: Peter J. Pounds | |
| | Title: Senior Vice President, Chief Financial Officer, Secretary & Treasurer | |
| | VENTURES HOLDCO, LLC | |
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| | By: | /s/ Brittany A. Uthoff |
| | Name: Brittany A. Uthoff | |
| | Title: Vice President and Assistant Secretary | |
| | SPITWSPOTS INC. | |
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| | By: | /s/ Aaron Larson |
| | Name: Aaron Larson | |
| | Title: President and Chief Executive Officer | |
| | BANCO SANTANDER, S.A., NEW YORK | |
| | BRANCH, as Incremental Revolving Lender | |
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| | By: | /s/ D Andrew Maletta |
| | Name: D Andrew Maletta | |
| | Title: Authorized Signatory | |
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| | By: | /s/ Max Wallins |
| | Name: Max Wallins | |
| | Title: Authorized Signatory | |
SCHEDULE 1
Incremental Revolving Commitment
Incremental Revolving Lender | |
Banco Santander, S.A., New York Branch | $30,000,000 |
Total: | $30,000,000 |
SCHEDULE 2
REVOLVING COMMITMENTS
Lender | Revolving Commitment under the Existing Revolving Facility |
Crédit Agricole Corporate and Investment Bank | $52,500,000 |
JPMorgan Chase Bank, N.A. | $52,500,000 |
Wells Fargo Bank, National Association | $52,500,000 |
Bank of America, N.A. | $38,000,000 |
Canadian Imperial Bank of Commerce, New York Branch | $38,000,000 |
MUFG Bank, Ltd. | $38,000,000 |
The Toronto-Dominion Bank, New York Branch | $38,000,000 |
Banco Santander, S.A., New York Branch | $30,000,000 |
Citibank, N.A. | $28,500,000 |
Goldman Sachs Bank USA | $23,000,000 |
Mizuho Bank, Ltd. | $23,000,000 |
Morgan Stanley Senior Funding, Inc. | $23,000,000 |
Société Générale | $23,000,000 |
Northrim Bank | $20,000,000 |
Total | $480,000,000 |