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SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
Entire Document
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                         CREDIT AND GUARANTEE AGREEMENT

         This CREDIT AND GUARANTEE AGREEMENT, dated as of September 17, 1999
(together with all amendments, modifications and supplements, this "Agreement"),
among PGA CREDIT II LLC, a Delaware limited liability company, as the borrower
(the "Borrower"); PAUL G. ALLEN, a Washington resident, as guarantor (as more
specifically defined below, the "Guarantor"); COMMERZBANK AG, a German banking
corporation acting through its New York and Grand Cayman Branches together with
the several banks and other financial institutions from time to time parties to
this Agreement, as lenders (each, a "Lender" and, collectively, the "Lenders");
agents (collectively, in such capacity, the "Co-Syndication Agents"), PARIBAS,
as documentation agent (in such capacity, the "Documentation Agent");
COMMERZBANK AG, a German banking corporation acting through its New York Branch,
as lead arranger (in such capacity, the "Lead Arranger"); BANK OF MONTREAL,
CREDIT LYONNAIS LOS ANGELES BRANCH and PARIBAS as co-arrangers (collectively,
with the Lead Arranger in such capacity, the "Arrangers") and COMMERZBANK AG, a
German banking corporation acting through its New York Branch as administrative
agent and collateral agent for the Lenders hereunder (as more specifically
defined below, the "Administrative Agent").

                              W I T N E S S E T H:

         WHEREAS, the Borrower has requested, and the Lenders have agreed to
make available, a term credit facility upon the terms and conditions described
herein; and

         WHEREAS, in order to induce the Lenders to enter into this Agreement,
the Guarantor has agreed to execute and deliver the guarantees contained herein.

         NOW, THEREFORE, in consideration of the mutual premises,
representations, warranties, covenants and other agreements contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are recognized and acknowledged by all parties hereto, the parties hereby
agree as follows:

                                    ARTICLE I


         SECTION 1.1 Defined Terms. As used in this Agreement, the following
terms shall have the following meanings:

               "ABR" shall mean for any day, a rate per annum (rounded upwards,
          if necessary, to the next 1/16 of 1%) equal to the greater of (a) the
          Prime Rate in effect on such day and (b) the Federal Funds Effective
          Rate in effect on such day plus 1/2 of 1%. If for any reason the
          Administrative Agent shall have determined (which determination shall
          be conclusive absent manifest error) that it is unable to ascertain
          the Federal Funds Effective