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SC 13D/A
LIBERTY BROADBAND CORP filed this Form SC 13D/A on 05/26/2016
Entire Document


WHEREAS, the Loan Documents permit the Borrower, the Lenders and/or any other Secured Party to sell the Pledged Shares under certain circumstances; and


WHEREAS, in connection with the Loan Documents, the parties are entering into this Amendment to provide for certain amendments and agreements with respect to the ROFR and certain Transfers of Covered Securities which are Pledged Shares as described below.




NOW THEREFORE, in consideration of the premises and for the mutual promises contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be bound, the parties agree hereby as follows:


1.                                      Certain Transfers of Covered Securities.  If an event of default, mandatory prepayment event, margin call or any other event or circumstance that requires a payment to be made under any Loan Document occurs (any or all of the foregoing events or circumstances being herein collectively referred to as a “Loan Payment Event”), and, as a result of any such Loan Payment Event, (i) any Lender is entitled to require a foreclosure or other sale of Pledged Shares or (ii) the Borrower elects to sell Pledged Shares for the payment of any sums due in connection with such Loan Payment Event, in each case, in accordance with the Loan Documents (but, for the avoidance of doubt, in no other event):


(a)           Section 1 of the ROFR Agreement shall be amended to add (in appropriate alphabetical order) and amend and restate, as applicable, the following definitions, but such amendment shall only apply and extend to proposed Transfers of Covered Securities being made in connection with or pursuant to a Loan Payment Event:


Acceptance Deadline” means (i) in all cases except as provided in clause (ii),  12:00 p.m., New York time, on the date that is one (1) Business Day following delivery of a ROFR Notice and (ii) in the case of a Non-Margin Call ROFR Notice delivered by the Borrower (and not by a POA Secured Party on behalf of the Borrower) by 10:00 a.m., New York time, on any Business Day, 1:00 p.m., New York time, on that same Business Day (or if such Non-Margin Call ROFR Notice is delivered by the Borrower after 10:00 a.m., New York time,  on any Business Day, 1:00 p.m., New York time, on the date that is one (1) Business Day following delivery of such Non-Margin Call ROFR Notice.


Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.


Agent” has the meaning assigned to it in the recitals of Amendment No. 1.


Amendment No. 1” means Amendment No. 1 to Proxy and Right of First Refusal Agreement, dated May 13, 2016, by and among Liberty, LIC and the Borrower.