this reference, together with all
renewals, extensions, amendments, modifications and supplements thereto.
"$53,000,000 Lease Obligations" means the Indebtedness of the Borrowers under
the $53,000,000 Lease Documents.
"$53,000,000 Lease Transaction" means the $53,000,000 lease transaction entered
into on or about July 2, 2001 by and among the Borrowers and certain other
parties pursuant to the $53,000,000 Lease Documents, for the purpose of
financing the construction of two (2) new headquarters buildings for the
Borrowers in Douglas County, Colorado.
2.
The Credits.
2.1
Revolving Credit.
2.1.1
REVOLVING CREDIT LOANS.
SUBJECT TO ALL TERMS AND
CONDITIONS OF THIS AGREEMENT AND SO LONG AS NO DEFAULT EXISTS, FROM TIME TO TIME
ON AND AFTER THE INITIAL CLOSING DATE AND PRIOR TO THE FINAL MATURITY DATE, THE
LENDERS AGREE, SEVERALLY IN ACCORDANCE WITH THEIR RESPECTIVE COMMITMENTS TO MAKE
A REVOLVING CREDIT FACILITY AVAILABLE AS LOANS (EACH, A "REVOLVING CREDIT LOAN"
AND, COLLECTIVELY, THE "REVOLVING CREDIT LOANS") TO THE BORROWERS, JOINTLY AND
SEVERALLY, IN UNITED STATES DOLLARS OR A FOREIGN CURRENCY, AS APPLICABLE, IN
SUCH AMOUNTS AS MAY BE REQUESTED BY THE PARENT IN ACCORDANCE WITH
SECTION 2.1.3.
THE REVOLVING CREDIT LOANS WILL CONSIST OF BASE RATE LOANS OR
LIBOR LOANS.
THE LENDERS WILL NOT MAKE A REVOLVING CREDIT LOAN TO THE EXTENT
THAT THE AMOUNT OF THE REQUESTED REVOLVING CREDIT LOAN EXCEEDS AVAILABLE
CREDIT.
NO LENDER WILL HAVE AN OBLIGATION TO MAKE A BASE RATE LOAN OR A LIBOR
LOAN TO THE EXTENT THAT THE AMOUNT OF SUCH REQUESTED BASE RATE LOAN OR LIBOR
LOAN EXCEEDS THE LENDER'S PERCENTAGE INTEREST MULTIPLIED BY AVAILABLE CREDIT OR
TO THE EXTENT THAT MAKING SUCH BASE RATE LOAN OR LIBOR LOAN WOULD CAUSE THE
LENDER'S PERCENTAGE INTEREST MULTIPLIED BY THE AGGREGATE OUTSTANDING PRINCIPAL
AMOUNT OF ALL LOANS TO EXCEED SUCH LENDER'S COMMITMENT.
THE LENDERS WILL HAVE
NO OBLIGATION TO MAKE A MULTICURRENCY LIBOR LOAN TO THE EXTENT THE AMOUNT OF
SUCH REQUESTED MULTICURRENCY LIBOR LOAN EXCEEDS THE MULTICURRENCY AVAILABLE
CREDIT.
2.1.2
MAXIMUM AMOUNT OF CREDIT.
THE TERM "MAXIMUM AMOUNT
OF CREDIT" MEANS THE LESSER OF (A) $125,000,000 OR (B) THE AMOUNT TO WHICH THE
TOTAL COMMITMENT HAS BEEN PERMANENTLY REDUCED PURSUANT TO SECTION 4.2.1.
19
2.1.3
BORROWING REQUESTS.
THE PARENT, ON BEHALF OF THE
APPLICABLE BORROWER, MAY FROM TIME TO TIME REQUEST A REVOLVING CREDIT LOAN UNDER
SECTION 2.1.1 BY PROVIDING TO THE AGENT A NOTICE (WHICH MAY BE GIVEN BY A
TELEPHONE CALL FROM AN AUTHORIZED REPRESENTATIVE RECEIVED BY A LENDING OFFICER
IF PROMPTLY CONFIRMED IN WRITING) ("NOTICE OF REVOLVING CREDIT ADVANCE").
SUCH
NOTICE OF REVOLVING CREDIT ADVANCE MUST BE DELIVERED NOT LATER THAN 11:00 A.M.
(DENVER TIME) ON THE FIRST BANKING DAY (THIRD BANKING DAY IF ANY PORTION OF SUCH
REVOLVING CREDIT LOAN SHALL BE A DOLLAR LIBOR LOAN AND THE FOURTH BANKING DAY IF
ANY PORTION OF SUCH REVOLVING CREDIT LOAN SHALL BE A MULTICURRENCY LIBOR LOAN)
PRIOR TO THE REQUESTED CLOSING DATE FOR SUCH REVOLVING CREDIT LOAN.
THE NOTICE
MUST SPECIFY (A) THE AMOUNT OF THE REQUESTED REVOLVING CREDIT LOAN, (B) THE NAME
OF