LOAN COMMITMENT OR
INCREMENTAL TERM LOAN, AS APPLICABLE.
(E)
ADVANCES.
LOANS WILL BE MADE AVAILABLE BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS.
WIRE TRANSFERS WILL BE MADE TO SUCH ACCOUNT OR
ACCOUNTS AS MAY BE AUTHORIZED BY BORROWER.
ADVANCES UNDER THE TERM LOAN B ARE
ONLY AVAILABLE ON THE INITIAL FUNDING DATE.
(F)
LETTERS OF CREDIT.
THE REVOLVER LOAN COMMITMENT SHALL, IN
ADDITION TO ADVANCES AS REVOLVER LOANS, BE UTILIZED, UPON THE REQUEST OF
BORROWER, FOR THE ISSUANCE OF IRREVOCABLE STANDBY OR TRADE LETTERS OF CREDIT
(INDIVIDUALLY, A "LETTER OF CREDIT" AND, COLLECTIVELY, THE "LETTERS OF CREDIT")
BY AN ISSUING LENDER FOR THE ACCOUNT OF ANY LOAN PARTY.
IMMEDIATELY UPON THE
ISSUANCE BY AN ISSUING LENDER OF A LETTER OF CREDIT, AND WITHOUT FURTHER ACTION
ON THE PART OF ADMINISTRATIVE AGENT OR ANY LENDERS, EACH LENDER SHALL BE DEEMED
TO HAVE PURCHASED FROM SUCH ISSUING LENDER A PARTICIPATION IN SUCH LETTER OF
CREDIT EQUAL TO SUCH LENDER'S PRO RATA SHARE OF THE REVOLVER LOAN COMMITMENT OF
THE AGGREGATE AMOUNT AVAILABLE TO BE DRAWN UNDER
3
SUCH LETTER OF CREDIT.
EACH LETTER OF CREDIT SHALL REDUCE THE AMOUNT AVAILABLE
UNDER THE REVOLVER LOAN COMMITMENT BY THE MAXIMUM AMOUNT CAPABLE OF BEING DRAWN
UNDER SUCH LETTER OF CREDIT.
(I)
MAXIMUM AMOUNT.
THE AGGREGATE AMOUNT OF LETTER OF CREDIT
LIABILITY WITH RESPECT TO ALL LETTERS OF CREDIT OUTSTANDING AT ANY TIME FOR THE
ACCOUNT OF BORROWER OR ANY OTHER LOAN PARTY MAY NOT EXCEED $10,000,000 AND THE
AGGREGATE AMOUNT OF LETTER OF CREDIT LIABILITY WITH RESPECT TO ALL LETTERS OF
CREDIT OUTSTANDING FOR THE ACCOUNT OF BORROWER OR ANY LOAN PARTY PLUS THE
AGGREGATE PRINCIPAL AMOUNT OF REVOLVER LOANS OUTSTANDING AT ANY TIME MAY NOT
EXCEED THE REVOLVER LOAN COMMITMENT.
(II)
REIMBURSEMENT.
BORROWER IS IRREVOCABLY AND UNCONDITIONALLY
OBLIGATED WITHOUT PRESENTMENT, DEMAND, PROTEST OR OTHER FORMALITIES OF ANY KIND
TO REIMBURSE AN ISSUING LENDER IN IMMEDIATELY AVAILABLE FUNDS FOR ANY AMOUNTS
PAID BY AN ISSUING LENDER WITH RESPECT TO A LETTER OF CREDIT ISSUED HEREUNDER
FOR THE ACCOUNT OF ANY LOAN PARTY.
UPON RECEIPT FROM THE BENEFICIARY OF ANY
LETTER OF CREDIT OF ANY NOTICE OF DRAWING UNDER SUCH LETTER OF CREDIT, THE
ISSUING LENDER SHALL NOTIFY BORROWER AND
ADMINISTRATIVE AGENT THEREOF.
NOT
LATER THAN 11:00 A.M. (DENVER, COLORADO TIME) ON THE DATE OF ANY PAYMENT BY THE
ISSUING LENDER UNDER A LETTER OF CREDIT, BORROWER SHALL REIMBURSE THE ISSUING
LENDER THROUGH ADMINISTRATIVE AGENT IN THE AMOUNT EQUAL TO THE AMOUNT OF SUCH
DRAWING.
IF BORROWER FAILS TO SO REIMBURSE THE ISSUING LENDER BY SUCH TIME,
BORROWER SHALL BE DEEMED TO HAVE REQUESTED ADMINISTRATIVE AGENT TO MAKE A
REVOLVER LOAN IN THE AMOUNT OF THE PAYMENT MADE BY SUCH ISSUING LENDER WITH
RESPECT TO SUCH LETTER OF CREDIT.
IF THE LETTER OF CREDIT IS PAYABLE IN A
FOREIGN CURRENCY, THE AMOUNT OWED BY BORROWER IN CONNECTION WITH SUCH LETTER OF
CREDIT SHALL EQUAL THE UNITED STATES DOLLAR EQUIVALENT OF SUCH FOREIGN CURRENCY
(DETERMINED BY ADMINISTRATIVE AGENT IN ITS REASONABLE DISCRETION) ON THE DATE