This CREDIT AGREEMENT, dated as of September 20, 1999 (this
"Agreement"), is entered into by and between PAUL G. ALLEN (the "Borrower") and
CITIBANK, N.A., a national banking association (the "Bank").
A. The Borrower has requested that the Bank make available a credit
facility in the maximum amount of $500,000,000.00 to the Borrower, allowing the
Borrower to borrow, to prepay and reborrow within the limits of the Commitment
(as defined below).
B. The Bank, on the terms and subject to the conditions stated
below, is willing to grant the request of the Borrower, and the Borrower and the
Bank have agreed to the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the premises, the Borrower and the
Bank agree as follows:
SECTION 1.1 Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):
"1997 Loan Documents" means that certain Amended and Restated
Credit Agreement dated as of November 18, 1997, as amended by that certain
Amendment to Amended and Restated Credit Agreement dated as of July 17, 1998,
and further restated, amended, supplemented, modified or extended from time to
time, together with the Note, Pledge Agreement, Assignment and Security
Agreement (all as defined in such credit agreement) and all other ancillary
documents executed in conjunction therewith, all as further restated, amended,
supplemented, modified or extended from time to time, but excluding Credit
Documents as defined in this Agreement.
"Advance" means an advance by the Bank to the Borrower pursuant
to Article II of this Agreement.
"Aggregate Basic Collateral Amount" means, with respect to all
Transactions (other than any Transaction that is subject to or governed by any
Equity Hedge Agreement) as at any date of determination, the aggregate Basic
Collateral Amount (expressed in United States dollars) of all Transactions
(other than any Transaction that is subject to or governed by any Equity Hedge
Agreement) in effect on such date of determination.
"Aggregate Loanable Value" means, at any date of determination,
the sum of the aggregate Loanable Value for all Hedged Shares at such date plus
the aggregate Loanable Value for all Collateral other than the Hedged Shares at