Exhibit 4.1
LIMITED WAIVER TO MARGIN LOAN AGREEMENT
This LIMITED WAIVER TO MARGIN LOAN AGREEMENT, dated as of May 14, 2026 (this “Agreement”), is entered into by and among LBC CHEETAH 6, LLC, a Delaware limited liability company (“Borrower”), each financial institution party to the Loan Agreement (as defined below) (in their respective capacities as Lenders (as such term is used in the Loan Agreement), each, a “Lender” and, collectively, the “Lenders”), BNP Paribas, New York Branch (“BNP NY”), as administrative agent (as successor to Wilmington Trust, National Association (“Wilmington Trust” and, as successor to Bank of America, N.A., in its capacity as administrative agent (the “Original Administrative Agent” and, together with Wilmington Trust, the “Preceding Administrative Agents”), together with its successors and assigns in such capacity, “Administrative Agent”), and BNP Paribas, as calculation agent (as successor to Bank of America, N.A., in its capacity as calculation agent (the “Original Calculation Agent”), together with its successors and assigns in such capacity, “Calculation Agent”).
RECITALS
WHEREAS, Borrower, the lenders party thereto, Administrative Agent (as successor to the Preceding Administrative Agents) and Calculation Agent (as successor to the Original Calculation Agent) entered into that certain Margin Loan Agreement, dated as of August 31, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”);
WHEREAS, Liberty Broadband is party to that certain Agreement and Plan of Merger, dated as of November 12, 2024 (the “Merger Agreement”), by and among Liberty Broadband, Charter, Fusion Merger Sub 1, LLC and Fusion Merger Sub 2, Inc.;
WHEREAS, upon the occurrence of a Share Price Event or a Potential Adjustment Event arising solely due to a Share Price Event, the Calculation Agent and the Required Lenders have rights under the Loan Agreement to make adjustments to certain terms thereunder, including, without limitation, the definitions of Minimum Price, Maximum Share Number, Issuer Delisting, Issuer Event, Issuer Merger Event, Issuer Tender Offer, Issuer Trading Suspension, Share Price Event, LTV Margin Call Level, Initial LTV Level, LTV Reset Level; and
WHEREAS, Borrower hereby requests the Lenders to waive and undertake not to exercise their rights set out under the Loan Agreement with respect to the occurrence of a Share Price Event and any Potential Adjustment Event arising solely due to a Share Price Event (the “Limited Waiver”).
NOW, THEREFORE, in consideration of the covenants made hereunder, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
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| 3.1 | Administrative Agent shall have executed this Agreement, in its capacity as Administrative Agent, and shall have received counterparts of this Agreement executed by Borrower, each Lender and the Calculation Agent. |
| 3.2 | Administrative Agent shall have received a voluntary prepayment of the Loans in accordance with the Voluntary Prepayment Notice delivered to the Administrative Agent on May 12, 2026. |
| 3.3 | Borrower shall have paid all reasonable, documented and out-of-pocket fees, charges and disbursements of counsel to the Lenders and Agents to the extent invoiced at least two (2) Business Days prior to the Effective Date; provided that such amount shall not thereafter preclude a final settling of accounts between Borrower, such Lenders and Agents; provided, further that, in each case, in the case of legal fees and expenses, such fees and expenses shall be limited to the reasonable and documented fees, charges and disbursements of a single counsel to Agents and the Lenders, taken as a whole. |
| 4.1 | The execution, delivery and performance by Borrower of this Agreement has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of its respective Organization Documents; (b) result in any breach, or default under, any Contractual Obligation to which it is a party or by which it is bound; (c) result in the creation or imposition of any Transfer Restriction or Lien on the Collateral (other than the Permissible Transfer Restrictions) under, or require any payment to be made under, any Contractual Obligation; (d) violate any written corporate policy of any Issuer applicable to Borrower or, to Borrower’s knowledge, affecting Borrower; (e) violate any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which Borrower is subject; or (f) violate any Law, except, in the case of clauses (b), (d), (e), and (f) above, where any such breach or violation, either individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect. |
| 4.2 | No Default exists as of the date hereof. |
| 5.1 | Validity of Obligations. Borrower hereby ratifies and reaffirms the validity, enforceability and binding nature of the Obligations. |
| 5.2 | Validity of Liens and Loan Documents. Borrower hereby ratifies and reaffirms the validity and enforceability (without defense, counterclaim or offset of any kind) of the Liens and security interests granted in the Security Agreement to secure the Obligations and hereby confirms and agrees that notwithstanding the effectiveness of this Agreement, each such Loan Document is, and shall continue to be, in full force and effect and each is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of this Agreement, each reference in the Loan Documents to the “Loan Agreement”, “thereunder”, “thereof” (and each reference in the Loan |
| Agreement to this “Agreement”, “hereunder” or “hereof”) or words of like import shall mean and be a reference to the Loan Agreement. |
| 12.1 | SUBMISSION TO JURISDICTION. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS |
| PROPERTY, TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. |
| 12.2 | WAIVER OF VENUE. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN SECTION 12.1. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. |
| 12.3 | SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02 OF THE LOAN AGREEMENT. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. |
| 12.4 | WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). |
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
| LBC CHEETAH 6, LLC, as Borrower | |
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| By: LMC Cheetah 1, LLC, as sole | |
| member and a manager of LBC CHEETAH 6, LLC | |
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| By: Liberty Broadband Corporation, as sole member and manager of LMC | |
| CHEETAH 1, LLC | |
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| By: | /s/ Jessica Moore |
| Name: | Jessica Moore |
| Title: | Vice President and Assistant Treasurer |
[Signature Page to Limited Waiver to Cheetah 6 Margin Loan Agreement]
| BNP PARIBAS, NEW YORK BRANCH, as Administrative Agent | |
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| By: | /s/ Robert McDonald |
| Name: | Robert McDonald |
| Title: | Managing Director |
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| By: | /s/ John Nunziata |
| Name: | John Nunziata |
| Title: | Managing Director |
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| BNP PARIBAS, as Calculation Agent and a Lender | |
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| By: | /s/ Robert McDonald |
| Name: | Robert McDonald |
| Title: | Managing Director |
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| By: | /s/ John Nunziata |
| Name: | John Nunziata |
| Title: | Managing Director |
[Signature Page to Limited Waiver to Cheetah 6 Margin Loan Agreement]
| CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender | |
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| By: | /s/ Tanya Crossly |
| Name: | Tanya Crossly |
| Title: | Managing Director |
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| By: | /s/ Lydie Michel |
| Name: | Lydie Michel |
| Title: | Managing Director |
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| Mizuho Bank, Ltd., as a Lender | |
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| By: | /s/ Tracy Rahn |
| Name: | Tracy Rahn |
| Title: | Managing Director |
[Signature Page to Limited Waiver to Cheetah 6 Margin Loan Agreement]
| ROYAL BANK OF CANADA, as a Lender | |
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| By: | /s/ Christopher Amery |
| Name: | Christopher Amery |
| Title: | Managing Director |
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| JPMoRGAN CHASE BANK, N.A., LONDON BRANCH, as a Lender | |
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| By: | /s/ Chelsea H. Huang |
| Name: | Chelsea H. Huang |
| Title: | Executive Director |
[Signature Page to Limited Waiver to Cheetah 6 Margin Loan Agreement]
| BANK OF AMERICA, N.A., as a Lender | |
| | |
| By: | /s/ Trevor Randolph |
| Name: | Trevor Randolph |
| Title: | Managing Director |
[Signature Page to Limited Waiver to Cheetah 6 Margin Loan Agreement]
| BANCO SANTANDER, s.A., as a Lender | |
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| By: | /s/ Steven Winnert |
| Name: | Steven Winnert |
| Title: | Authorized Signatory |
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| By: | /s/ William Brett |
| Name: | William Brett |
| Title: | Authorized Signatory |
[Signature Page to Limited Waiver to Cheetah 6 Margin Loan Agreement]
| CANADIAN IMPERIAL BANK OF COMMERCE, as a Lender | |
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| By: | /s/ Jared McKinney |
| Name: | Jared McKinney |
| Title: | Managing Director |
[Signature Page to Limited Waiver to Cheetah 6 Margin Loan Agreement]
| CITIBANK, N.A., as a Lender | |
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| By: | /s/ Eric Natelson |
| Name: | Eric Natelson |
| Title: | Authorized Signatory |
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| MORGAN STANLEY BANK, N.A., as a Lender | |
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| By: | /s/ Joel Carter |
| Name: | Joel Carter |
| Title: | Managing Director |
[Signature Page to Limited Waiver to Cheetah 6 Margin Loan Agreement]
| SOCIÉTÉ GÉNÉRALE, as a Lender | |
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| By: | /s/ Sebastian Dehar |
| Name: | Sebastian Dehar |
| Title: | Managing Director |
[Signature Page to Limited Waiver to Cheetah 6 Margin Loan Agreement]
| GOLDMAN SACHS BANK USA, as a Lender | |
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| By: | /s/ Jeffrey Minnich |
| Name: | Jeffrey Minnich |
| Title: | Managing Director |
[Signature Page to Limited Waiver to Cheetah 6 Margin Loan Agreement]