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Scope. This agreement governs Facility A and Facility B, and, unless otherwise agreed to in writing by the Bank and the Borrower or prohibited by any Legal Requirement (as hereafter defined), governs all the Credit Facilities as defined below.

Facility A ($20,000,000.00 Advancing Converting to a Term Loan). The Bank has approved a credit facility to the Borrower in the principal sum not to exceed $20,000,000.00 in the aggregate at any one time outstanding (“Facility A”). Credit under Facility A shall be repayable as set forth in an Advancing Converting to a Term Note in the original principal amount of $20,000,000.00 executed concurrently with this agreement, and any renewals, modifications, extensions, rearrangements, restatements thereof and replacements or substitutions therefor. The proceeds of Facility A shall be used for general corporate purposes.

Facility B ($5,000,000.00 Line of Credit). The Bank has approved a credit facility to the Borrower in the principal sum not to exceed $5,000,000.00 in the aggregate at any one time outstanding (“Facility B”). Credit under Facility B shall be repayable as set forth in a Line of Credit Note in the original principal amount of $5,000,000.00 executed concurrently with this agreement, and any renewals, modifications, extensions, rearrangements, restatements thereof and replacements or substitutions therefor. The proceeds of Facility B shall be used for general corporate purposes.

Non-Usage Fee. The Borrower shall pay to the Bank a non-usage fee calculated on the average daily unused portion of Facility B at a rate of 0.18% per annum, payable in arrears within fifteen (15) days of the end of each calendar quarter for which the fee is owing. The Bank may begin to accrue the foregoing fee on the date the Borrower signs or otherwise authenticates this agreement.

“10-K Report” means any annual report on Form 10-K submitted by any Obligor or any Obligor’s Subsidiary to a Governmental Authority, including but not limited to the Securities and Exchange Commission, along with copies of the financial statements contained in such annual report and any annual report to shareholders of any Obligor or any Obligor’s Subsidiary for the fiscal quarter then ended. Any 10K Report shall be furnished to the Bank via the EDGAR System and/or the Obligor’s or the Obligor’s Subsidiary’s Home Page. If for any reason, the EDGAR System and/or the Obligor’s or the Obligor’s Subsidiary’s Home Page are not available to the Bank as is required for making available the 10-K Report, the Borrower shall then furnish a copy of the 10-K Report to the Bank.

“10-Q Report” means any quarterly report on Form 10-Q submitted by any Obligor or any Obligor’s Subsidiary to a Governmental Authority, including but not limited to the Securities and Exchange Commission, along with copies of the financial statements contained in such quarterly report and any quarterly report to shareholders of any Obligor or any Obligor’s Subsidiary for the fiscal quarter then ended. Any 10-Q Report shall be furnished to the Bank via the EDGAR System and/or the Obligor’s or the Obligor’s Subsidiary’s Home Page. If for any reason, the EDGAR System and/or the Obligor’s or the Obligor’s Subsidiary’s Home Page are not available to the Bank as is required for making available the 10Q Report, the Borrower shall then furnish a copy of the 10-Q Report to the Bank.

“Affiliate” means, as to any Person, any other Person: (1) that directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, such Person; (2) that directly or indirectly beneficially owns or holds five percent (5%) or more of any class of voting stock of such Person; or (3) five percent (5%) or more of the voting stock of which is directly or indirectly beneficially owned or held by the Person in question. The term “control” means to possess, directly or indirectly, the power to direct the management and policies of a Person, whether through Equity Interests, by contract, or otherwise, The Bank is not under any circumstances to be deemed an Affiliate of Borrower or any of its Subsidiaries.

“Authorizing Documents” means certificates of authority to transact business, certificates of good standing, borrowing resolutions, appointments, officer’s certificates, certificates of incumbency, and other documents which empower and authorize or evidence the power and authority of the Parties executing any Related Document or their representatives to execute and deliver the Related Documents and perform the Party’s obligations thereunder.

“Business Day” means a day when the main office of the Bank is open for the conduct of commercial lending business.

“Call Report” means any Report of Condition and Income, Thrift Financial Report or any substantially similar report (or replacement of any such report) submitted by any Obligor or any Obligor’s Subsidiary to a Governmental Authority.

“Corporation” means corporations, partnerships, limited liability companies, joint ventures, joint stock associations, associations, banks, business trusts and other entities.

“Credit Facilities” means all extensions of credit from the Bank to the Borrower, whether now existing or hereafter arising, including but not limited to those described in Section 1, if any, and those extended contemporaneously with this agreement, including any and all renewals, modifications, extensions, rearrangements, restatements thereof and replacements or substitutions therefor.

“EDGAR System” means the Electronic Data Gathering Analysis and Retrieval System owned and operated by the United States Securities and Exchange Commission or any replacement system.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in an entity, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“GAAP” means generally accepted accounting principles in effect in the United States of America, consistently applied.

“Governmental Authority” means any foreign governmental authority, the United States of America, any state thereof, any political subdivision of any of the foregoing or any agency, department, commission, board, bureau, court or other tribunal having jurisdiction over the Bank, the Borrower or any other Obligor, or any Subsidiary of the Borrower or their respective properties or any agreement by which any of them is bound. Governmental Authority includes but is not limited to the Board of Governors of the Federal Reserve System (“FRB”), the Federal Deposit Insurance Corporation (the “FDIC”), the Colorado Division of Banking (“CDOB”), the Office of Thrift Supervision (the “OTS”), the Office of the Comptroller of the Currency (the “OCC”) and the Securities and Exchange Commission (the “SEC”).

“Home Page” means any corporate home page on the World Wide Web accessible through the Internet via a universal resource locator (“URL”). The Borrower shall designate in writing to the Bank the URL identification of the Home Page, if any, of each Obligor and each Obligor’s Subsidiary required to submit any 10-K or 10-Q Report. As of the date of this agreement, the Borrower’s Home Page may be accessed via the URL identified as “http://www.uwbancorp.com/”.

“Indebtedness” means and includes (without duplication) (i) all items arising from the borrowing of money, which according to GAAP, would be included in determining total liabilities as shown on the balance sheet; (ii) all indebtedness secured by any Lien on property owned by the Borrower or the Subsidiaries of the Borrower whether or not such indebtedness shall have been assumed; (iii) all guarantees and similar contingent liabilities in respect to indebtedness of others; and (iv) all other interest-bearing obligations evidencing indebtedness to others for borrowed money.

“Legal Requirement” means any law, ordinance, decree, requirement, order, judgment, rule, regulation (or interpretation of any of the foregoing) of, and the terms of any list, license or permit issued by, any Governmental Authority.

“Liabilities” means all obligations, indebtedness and liabilities of every kind and character of the Borrower to the Bank, its successors and assigns, now existing or later arising, whether the obligations, indebtedness and liabilities are individual, joint and several, contingent or otherwise, including, without limitation, all liabilities, interest, costs and fees, arising under or from any note, open account, overdraft, credit card, lease, Rate Management Transaction, letter of credit application; endorsement, surety agreement, guaranty, acceptance, foreign exchange contract or depository service contract, whether payable to the Bank or to a third party and subsequently acquired by the Bank, any monetary obligations (including interest) incurred or accrued during the pendency of any bankruptcy, insolvency, receivership or other similar proceedings, regardless of whether allowed or allowable in such proceeding, and all renewals, extensions, modifications, consolidations, rearrangements, restatements, replacements, restatements or substitutions of any of the foregoing.

“Lien” means any mortgage, deed of trust, pledge, charge, encumbrance, security interest, collateral assignment or other lien or restriction of any kind, whether based on common law, constitutional provision, statute or contract.

“Material Subsidiary” means United Western Bank, and any other Subsidiary of any Obligor the stockholders’ equity of which exceeds an amount equal to fifteen percent (15%) of the consolidated stockholders’ equity of the Obligor, determined in accordance with GAAP.

“Notes” means each and all promissory notes, instruments and/or other contracts now or hereafter evidencing the terms and conditions of any of the Credit Facilities.

“Obligor” means each Borrower and any guarantor, surety, co-signer, general partner or other Person who may now or hereafter be obligated to pay all or any part of the Liabilities.

“Organizational Documents” means, with respect to any entity, certificates of existence or formation, documents establishing or governing the entity or evidencing or certifying that the entity is duly organized and validly existing in accordance with all applicable Legal Requirements; including all modifications and supplements of such certificates and documents as of the date of the Related Document referring to the Organizational Document and any and all future modifications thereto approved by the Bank.

“Parties” means all Persons other than the Bank executing any Related Document.

“Person” means any individual, Corporation, trust, unincorporated organization, Governmental Authority or any other form of entity.

“Rate Management Transaction” means any transaction (including an agreement with respect thereto) that is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option, derivative transaction or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures.

“Related Documents” means this agreement, the Notes, applications for letters of credit, all loan agreements, credit agreements, reimbursement agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, and any other instrument or document executed in connection with this agreement or in connection with any of the Liabilities.

“Subordinated Debt” means any Indebtedness subordinated to Indebtedness due to the Bank pursuant to a written subordination agreement in Proper Form by and among the Bank, subordinated creditor and the Borrower which at a minimum must prohibit: (a) any action by any subordinated creditor which will result in an occurrence of an Event of Default or default under this agreement, the subordination agreement or the subordinated Indebtedness; and (b) upon the happening of any Event of Default or default under any Related Documents, the subordination agreement, or any instrument evidencing the subordinated Indebtedness: (i) any payment of principal and interest on the subordinated Indebtedness; (ii) any act to compel payment of principal or interest on subordinated Indebtedness; and (iii) any action to realize upon any collateral securing the subordinated Indebtedness.

“Subsidiary” means, as to a particular parent Corporation, any Corporation of which 50% or more of the indicia of equity rights is at the time of determination directly or indirectly owned by such parent Corporation or by one or more Persons controlled by, controlling or under common control with such parent Corporation.

Interpretations. Whenever the Bank’s determination, consent, approval or satisfaction is required under this agreement or the other Related Documents or whenever the Bank may at its option take or refrain from taking any action under this agreement or the other Related Documents, the decision as to whether or not the Bank makes the determination, consents, approves, is satisfied or takes or refrains from taking any action, shall be in the sole and exclusive discretion of the Bank and the Bank’s decision shall be final and conclusive.

Conditions Precedent to Initial Extension of Credit. Before the first extension of credit governed by this agreement and any initial advance under any of the Credit Facilities, whether by disbursement of a loan, issuance of a letter of credit, or otherwise, the Borrower shall deliver to the Bank in Proper Form:

Conditions Precedent to Each Extension of Credit. Before any extension of credit governed by this agreement, whether by disbursement of a loan, issuance of a letter of credit or otherwise, the following conditions must be satisfied:

Satisfaction of Conditions Precedent. The acceptance of the proceeds and benefits of the proceeds of any Credit Facility shall constitute a representation and warranty by the Parties that all of the conditions specified in this Article 3 for that Credit Facility have been satisfied as of that time.

Affirmative Covenants. The Borrower agrees to do, and will cause each of its Material Subsidiaries to do, each of the following:

Financial Information. Furnish to the Bank in Proper Form (1) the financial statements prepared in conformity with GAAP on a consolidated basis and the other information described in, and within the times required by, Exhibit A, Reporting Requirements, Financial Covenants and Compliance Certificate attached hereto and incorporated in this agreement by reference; (2) within the time required by Exhibit A, Exhibit A, signed or otherwise authenticated and certified by the chief financial officer or president of the Party required to submit the information; (3) to the extent permitted by applicable Legal Requirements, promptly after the same are available, copies of each annual report or financial statement or other report or communication sent by the Borrower to the shareholders of the Borrower; and each registration statement which the Borrower or any Material Subsidiary may file with any Governmental Authority or with any securities exchange; (4) promptly after a request is submitted to the appropriate Governmental Authority, any request for waiver of funding standards or extension of amortization periods with respect to any employee benefit plan; (5) promptly after the Bank’s request, copies of special audits, studies, reports and analyses prepared by outside parties for the management of the Borrower, any of its Material Subsidiaries or any other Obligor; and (6) such other information relating to the financial condition, prospects and affairs of the Borrower, each other Obligor and their respective Material Subsidiaries, as the Bank may reasonably request from time to time. Nothing in this agreement shall require the Borrower to provide any information to the Bank which the Borrower, any other Obligor or any of their respective Subsidiaries is prohibited by Legal Requirements to disclose. All proceeds of any collateral shall be deposited in an account maintained with the Bank.

Existence. Maintain its existence and business operations, as presently in effect, in accordance with all applicable Legal Requirements, pay its debts and obligations when due under normal terms, and pay on or before their due date, all taxes, assessments, fees and other governmental monetary obligations, except as they may be contested in good faith (if they have been properly reflected on its books) and, at the Bank’s request, have adequate funds or security pledged or reserved to insure payment. -

Financial Records. Maintain proper books and records of accounts, in accordance with GAAP, and consistent with financial statements previously submitted to the Bank.

Inspection. Permit the Bank or its representatives, at those times and at the intervals as the Bank may reasonably require: (1) to inspect, examine, audit and copy its business records, and to discuss its business, operations, prospects, assets, affairs and financial condition with its officers, employees and accountants; and (2) to inspect its business operations and sites. Nothing in this agreement shall give the Bank the right to inspect or copy any records of any examination report of the Borrower’s supervisory Governmental Authority or other information that the Borrower or any of its Subsidiaries are prohibited by any Legal Requirement from disclosing without the consent of the supervising Governmental Authority; provided, however, the Borrower will and will cause each of its Material Subsidiaries to, cooperate in obtaining any consent should the Bank request the disclosure.

Notices of Claims, Litigation, Defaults, etc. Promptly inform the Bank in writing of (1) all existing and threatened litigation, claims, investigations, administrative proceedings and similar actions or changes in Legal Requirements affecting it which could materially affect any Obligor’s or any Material Subsidiary’s business, property, affairs, prospects or financial condition; (2) the occurrence of any default or Event of Default and the circumstances which give rise to the Bank’s option to terminate the Credit Facilities to the extent the disclosure does not violate any Legal Requirement; (3) any additions to or changes in its chief executive office or principal place of business; and (4) any alleged breach by the Bank of any provision of this agreement or of any other Related Documents.

Title to Assets and Property. Maintain good and marketable title to all of its assets and properties and defend its assets and properties against all claims and demands of all Persons at any time claiming any interest in them.

Additional Assurances. Promptly make, execute and deliver any and all agreements, documents, instruments and other records that the Bank may reasonably request to evidence any of the Credit Facilities, cure any defect in the execution and delivery of any of the Related Documents, perfect any Lien, comply with any Legal Requirement applicable to the Bank or the Credit Facilities or more fully to describe particular aspects of the agreements set forth or intended to be set forth in any of the Related Documents.

Compliance Certificate. Comply with each of the other additional covenants, if any, set forth in Exhibit A.

Ownership of United Western Bank. The Borrower shall at all times maintain ownership of one hundred percent (100%) of the capital stock of United Western Bank.

Capitalization Status. The Borrower shall cause United Western Bank to maintain at all times its categorization as “Well Capitalized” as defined by the regulations of United Western Bank’s primary Governmental Authority.

Non-Performing Assets Plus OREO Ratio. The Borrower shall cause United Western Bank to maintain at all times a Non-Performing Assets Plus OREO Ratio of not greater than three and one quarter of one percent (3.25%). As used in this Section, the term “Non-Performing Assets Ratio” means the ratio, determined on a consolidated basis for United Western Bank, of the sum of Non-Perfoming Assets plus OREO, to the sum of Total Loans and Repossessed Assets plus OREO. As used in this Section, (A) “Non-Perfoming Assets” means the sum of all loans classified as past due 90 days or more and still accruing interest, all loans classified as “non-accrual” and no longer accruing interest, all loans classified as “restructured loans and leases”, total investment in restructured assets, net of specific valuation allowances, total repossessed assets, net of general valuation allowances, and all other “nonperforming loans”, excluding loans 100% guaranteed by the U.S. government; (B) “Total Loans and Repossessed Assets” means the total of all performing and non-performing loans, valuation allowances on all loans, and allowances for loan and lease losses on all loans; and (C) “OREO” means the book value, net of accumulated depreciation, of all other real estate owned by United Western Bank, excluding all real estate which is not occupied and used by United Western Bank in the ordinary course of business. The ratio set forth in this Section shall be measured quarterly and shall be determined from the applicable Call Report filed with the applicable Governmental Authority.

Negative Covenants. Without the prior written consent of the Bank, the Borrower will not and no Material Subsidiary of the Borrower will:

Indebtedness. Incur, contract for, assume, permit to remain outstanding, or in any manner become liable in respect of any Indebtedness, other than (1) Indebtedness incurred in the ordinary course of business and in accordance with applicable Legal Requirements and safe and sound banking practices; (2) Indebtedness reflected in the financial statements dated December 31, 2006; (3) additional Indebtedness contracted for after the date of this agreement that does not exceed the amounts reflected in those financial statements described in (2) above; (4) upon the approval of the Bank, Subordinated Debt; (5) additional trust preferred securities in an amount not to exceed $10,000,000.00; and (6) Indebtedness of United Western Bank incurred in the normal course of business, in accordance with safe and sound banking practices and types consistent with borrowings reflected in the financial statements dated December 31, 2006, to the Bank or any of its Affiliates and to the Federal Home Loan Bank of Topeka, the Federal Home Loan Bank of Dallas, Citigroup, Inc. or the Federal Reserve Bank of Kansas City.

Liens. Create, assume, incur, suffer or permit to exist any Lien of any kind or character upon or with respect to any of its assets or properties, whether now owned at the date hereof or later acquired, or assign or otherwise convey any right to receive income, other than (i) in the ordinary course of its business and in accordance with applicable laws and regulations and safe and sound banking practices including but not limited to Liens in connection with United Western Bank’s acquisition of various assets, generally but not exclusively through foreclosure or deed in lieu of foreclosure, provided that such Liens do not materially affect any Obligor’s or any Material Subsidiary’s business, property, affairs, prospects or financial condition; (ii) Liens that would not in any one case or in the aggregate materially adversely affect the Borrower and its Subsidiaries taken as a whole; and (iii) Liens securing the Indebtedness of United Western Bank incurred in the normal course of business, in accordance with safe and sound banking practices and types consistent with borrowings reflected in the financial statements dated December 31, 2006, to the Bank or any of its Affiliates and to the Federal Home Loan Bank of Topeka, the Federal Home Loan Bank of Dallas, Citigroup, Inc. or the Federal Reserve Bank of Kansas City.

Disposal of Equity Interest in any Subsidiary. Pledge, sell, convey, assign, or otherwise dispose of or permit to exist any Lien on any Equity Interest in any Subsidiary other than in favor of the Bank.

Merger or Consolidations. (1) Dissolve; (2) merge or consolidate with any Person; (3) lease, sell or otherwise convey a material part of its assets or business outside the ordinary course of its business; (4) lease, purchase, or otherwise acquire a material part of the assets of any other Person, except in the ordinary course of its business; or (5) agree to do any of the foregoing; provided, however, that notwithstanding the foregoing, any Subsidiary other than United Western Bank may merge or consolidate with any other Subsidiary, or with the Borrower, so long as the Borrower is the survivor.

Use of Proceeds. Use, or permit any proceeds of the Credit Facilities to be used, directly or indirectly, for the purpose of “purchasing or carrying any margin stock” within the meaning of Federal Reserve Board Regulation U (“Regulation U”). At the Bank’s request, the Borrower will furnish a completed Federal Reserve Board Form U-1.

Negative Pledge of Assets. Enter into any agreement with any Person other than the Bank which prohibits or limits its ability to create or permit to exist any Lien on any of its property, assets or revenues, whether now owned or hereafter acquired.

Affiliate Transactions. Enter into any transaction or agreement with any Affiliate in violation of any Legal Requirement.

Continuity of Operations. (1) Engage in any business activities substantially different from those in which it is presently engaged; or (2) cease operations, liquidate, change its name, dissolve, or sell any assets out of the ordinary course of business,

Conflicting Agreements. Enter into any agreement containing any provision which would be violated or breached by the performance of its obligations under this agreement or any of the other Related Documents.

Government Regulation. (1) Be or become subject at any time to any Legal Requirement (including, without limitation, the U.S. Office of Foreign Asset Control list) that prohibits or limits the Bank from making any advance or extension of credit to the Borrower or from otherwise conducting business with it; or (2) fail to provide documentary and other evidence of its identity as may be requested by the Bank at any time to enable the Bank to verify its identity or to comply with any Legal Requirement, including, without limitation, Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318.

Representations, Warranties and Covenants by the Borrower. To induce the Bank to enter into this agreement and to extend credit or other financial accommodations under the Credit Facilities, the Borrower represents and warrants as of the date of this agreement and as of the date of each request for credit under the Credit Facilities that each of the following statements is and shall remain true and correct throughout the term of this agreement and until all Credit Facilities and all amounts owing under the Notes and other Related Documents are paid in full:

Organization and Status. The Borrower is a Colorado corporation registered as a savings and loan holding company with the Director of the Office of Thrift Supervision, and the Borrower and each of its Material Subsidiaries is duly organized, validly existing and in good standing under the laws of its organization and is duly qualified to do business and is in good standing under the laws of each state in which the ownership of its properties and the nature and extent of the activities transacted by it makes such qualification necessary.

Financial Statements. All financial statements delivered to the Bank are complete and correct and fairly present, in accordance with GAAP, the financial condition and the results of operations of the Borrower and each Subsidiary of the Borrower, as at the dates and for the periods indicated. No material adverse change has occurred in the assets, liabilities, financial condition, business or affairs of the Borrower or any of its Material Subsidiaries since the dates of such financial statements dated December 31, 2006. Neither the Borrower nor any of its Material Subsidiaries is subject to any instrument or agreement materially and adversely affecting its financial condition, operations, business or affairs.

Enforceability. This agreement, the Notes, and the other Related Documents have been duly authorized, executed and delivered by the Parties thereto and are valid and binding agreements of the Parties, enforceable according to their terms, except as may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity. The execution, delivery and performance of this agreement, the Notes and the other Related Documents and the obligations that they impose, do not violate any Legal Requirement, conflict with any agreement by which any Party is bound, or require the consent or approval of any Governmental Authority or other third party which has not been promptly obtained in connection with the execution and delivery of this agreement and the other Related Documents.

Litigation. There is no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against the Borrower, any of its Material Subsidiaries or any other Obligor pending or threatened, and no other event has occurred, which may in any one case or in the aggregate materially adversely affect the Borrower, any of its Material Subsidiaries, any other Obligor or any of their respective financial conditions and properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by the Bank in writing.

Title and Rights. The Borrower and each of its Material Subsidiaries have good and marketable title to their respective properties, free and clear of any Lien except for Liens disclosed to and approved in writing by the Bank and those permitted by this agreement and the other Related Documents. The Borrower and each of its Material Subsidiaries possess all permits, licenses, patents, trademarks and copyrights required to conduct their respective businesses.

Regulation U; Business Purpose. None of the proceeds of any of the Credit Facilities will be used to purchase or carry, directly or indirectly, any margin stock or for any other purpose which would make this credit a “purpose credit” within the meaning of Regulation U or not an exempt transaction under Regulation U. All Credit Facilities will be used for business purposes and for the express purposes that the Borrower has informed the Bank that it will use the credit. None of the stock of the Borrower’s Subsidiaries is margin stock as defined in Regulation U.

Capital Stock of the Borrower’s Material Subsidiaries. (1) All of the issued and outstanding capital stock of each of the Borrower’s Material Subsidiaries (the “Borrower’s Subsidiaries’ Material Shares”) has been duly authorized, legally and validly issued, fully paid and non-assessable, and the Borrower’s Material Subsidiaries’ Shares are owned by the Borrower, free and clear of all Liens, except as may exist for the benefit of the Bank; (2) none of the Borrower’s Material Subsidiaries’ Shares have been issued in violation of any shareholder’s preemptive rights; and (3) there are, as of the date of this agreement, no outstanding options, rights, warrants, plans, understandings or other agreements or instruments obligating the Borrower to issue, deliver or sell, or cause to be issued, delivered or sold, or contemplating or providing for the issuance of, additional shares of the capital stock of the Borrower’s Material Subsidiaries, or obligating the Borrower or the Borrower’s Material Subsidiaries to grant, extend or enter into any such agreement or commitment.

Regulatory Enforcement Actions. None of the Borrower, or any of its Material Subsidiaries, or any of their respective officers or directors, is now operating under or will operate under any effective written restrictions agreed to by the Borrower or by any of its Material Subsidiaries, or agreements, memoranda, or written commitments by the Borrower or by any of its Material Subsidiaries (other than restrictions of general application) imposed or required by any Governmental Authority nor are any such restrictions threatened or agreements, memoranda or commitments being sought by any Governmental Authority.

No Liens. The Borrower is not a party to any agreement, instrument or undertaking or subject to any other restriction pursuant to which the Borrower has placed, or will be required to place (or under which any other Person may place), a Lien upon any of its properties securing Indebtedness, either upon demand or upon the happening of a condition, with or without any demand.

Compliance. The Borrower and each of its Material Subsidiaries has filed all applicable tax returns and paid all taxes shown thereon to be due, except those for which extensions have been obtained and those which are being contested in good faith and for which adequate reserves have been established. The Borrower and each of its Material Subsidiaries is in compliance with all applicable material Legal Requirements and manages and operates (and will continue to manage and operate) its business in accordance with good industry practices. Neither the Borrower nor any of its Material Subsidiaries is in default in the payment of any other Indebtedness or under any agreement to which it is a party. The Parties have obtained all consents of and registered with all Governmental Authorities and other Persons required to execute, deliver and perform the Related Documents.

No Claims Against the Bank. There are no defenses or counterclaims, offsets or adverse claims, demands or actions of any kind, personal or otherwise, that the Borrower or any other Obligor could assert with respect to this agreement or the Credit Facilities.

Statements by Others. All statements made by or on behalf of the Borrower, any of its Material Subsidiaries or any other of the Parties in connection with any Related Document constitute the joint and several representations and warranties of the Borrower under this agreement.

Environment. The Borrower and each of its Material Subsidiaries have complied with applicable Legal Requirements in each instance in which any of them have generated, handled, used, stored or disposed of any hazardous or toxic waste or substance, on or off its premises (whether or not owned by any of them). Neither the Borrower nor any of its Material Subsidiaries has any material contingent liability for non-compliance with environmental or hazardous waste laws. Neither the Borrower nor any of its Material Subsidiaries has received any notice that it or any of its property or operations does not comply with, or that any Governmental Authority is investigating its compliance with, any environmental or hazardous waste laws.

Continuing Representations. Each request for an advance or conversion or continuation of an advance under any of the Credit Facilities shall constitute a representation and warranty by the Borrower that all of the representations and warranties set forth in this agreement shall be true and correct on and as of such date with the same effect as though such representations and warranties had been made on such date, except to the extent that such representations and warranties are stated to expressly relate solely to an earlier date.

Remedies. At any time after the occurrence of a default, the Bank may do one or more of the following: (a) cease permitting the Borrower to incur any Liabilities; (b) terminate any commitment of the Bank evidenced by any of the Notes; (c) declare any of the Notes to be immediately due and payable, without notice of acceleration, presentment and demand or protest or notice of any kind, all of which are hereby expressly waived; (d) exercise all rights of setoff that the Bank may have contractually, by law, in equity or otherwise; and (e) exercise any and all other rights pursuant to any of the Related Documents, at law, in equity or otherwise.

Cure Periods. Except as expressly provided to the contrary in this agreement or any of the other Related Documents, the Bank shall not exercise its option to accelerate the maturity of the Notes upon the occurrence of a default unless the default has not been fully cured (i) within five (5) days after its occurrence, if the condition, event or occurrence giving rise to the default can be cured solely by the payment of money or (ii) within ten (10) days after its occurrence, if the condition, event or occurrence giving rise to the default is of a nature that it cannot be cured solely by the payment of money.

Notice. Any notices and demands under or related to this document shall be in writing and delivered to the intended party at its address stated in this agreement, and if to the Bank, at its main office if no other address of the Bank is specified in this agreement, by one of the following means: (I) by hand, (2) by a nationally recognized overnight courier service, or (3) by certified mail, postage prepaid, with return receipt requested. Notice shall be deemed given: (1) upon receipt if delivered by hand, (2) on the Delivery Day after the day of deposit with a nationally recognized courier service, or (3) on the third Delivery Day after the notice is deposited in the mail. “Delivery Day” means a day other than a Saturday, a Sunday or any other day on which national banking associations are authorized to be closed. Any party may change its address for purposes of the receipt of notices and demands by giving notice of such change in the manner provided in this provision.

No Waiver. No delay on the part of the Bank in the exercise of any right or remedy waives that right or remedy. No single or partial exercise by the Bank of any right or remedy precludes any other future exercise of it or the exercise of any other right or remedy. The making of an advance during the existence of any default or Event of Default or subsequent to the occurrence of a default or Event of Default or when all conditions precedent have not been met shall not constitute a waiver of the default, Event of Default or condition precedent. No waiver or indulgence by the Bank of any default is effective unless it is in writing and signed by the Bank, nor shall a waiver on one occasion bar or waive that right on any future occasion.

Integration. This agreement, the Notes, and any agreement related to the Credit Facilities embody the entire agreement and understanding of the Borrower and the Bank and supersede all prior agreements and understandings relating to their subject matter. If any one or more of the obligations of the Borrower under this agreement or the Notes is invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining obligations of the Borrower shall not in any way be affected or impaired, and the invalidity, illegality or unenforceability in one jurisdiction shall not affect the validity, legality or enforceability of the obligations of the Borrower under this agreement or the Notes in any other jurisdiction.

Joint and Several Liability. Each party executing this agreement as the Borrower is individually, jointly and severally liable under this agreement.

Choice of Law. THIS AGREEMENT SHALL BE DEEMED TO BE EXECUTED AND HAS BEEN DELIVERED AND ACCEPTED IN DENVER, COLORADO BY SIGNING AND DELIVERING IT THERE. ANY DISPUTE BETWEEN THE PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE INTERNAL LAWS AND NOT THE CONFLICTS OF LAW PROVISIONS OF THE STATE OF COLORADO.

Captions. Section headings and titles are for convenience of reference only and do not affect the interpretation of this agreement.

Creditors Proceedings. In any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other Legal Requirement affecting the rights of creditors generally, if the obligations of the Borrower under this agreement would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of the Borrower’s liability under this agreement, then, notwithstanding any other provision of this agreement to the contrary, the amount of such liability shall, without any further action by the Borrower or the Bank, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding.

Survival of Representations and Warranties. The Borrower understands and agrees that in extending the Credit Facilities, the Bank is relying on all representations, warranties, and covenants made by the Borrower and the other Parties in this agreement, any other Related Documents or in any certificate or other instrument delivered by the Parties. The Borrower further agrees that regardless of any investigation made by the Bank, all such representations, warranties and covenants will survive the making of the Credit Facilities and delivery to the Bank of this agreement, shall be continuing in nature, and shall remain in full force and effect until such time as the Liabilities to the Bank shall be paid in fall.

Non-Liability of the Bank. The relationship of the Borrower and the Bank created by this agreement is strictly a debtor and creditor relationship and not fiduciary in nature, nor is the relationship to be construed as creating any partnership or joint venture between the Bank and the Borrower. The Borrower is exercising the Borrower’s own judgment with respect to its business. All information supplied to the Bank is for the Bank’s protection only and no other party is entitled to rely on such information. There is no duty for the Bank to review, inspect, supervise or inform the Borrower of any matter with respect to its business. The Bank and the Borrower intend that the Bank may reasonably rely on all information supplied by the Borrower or any other Parties to the Bank, together with all representations and warranties given by the Borrower and the other Parties to the Bank, without investigation or confirmation by the Bank and that any investigation or failure to investigate will not diminish the Bank’s right to so rely.

Indemnification of the Bank. The Borrower agrees to indemnify, defend and hold the Bank, its parent companies, subsidiaries, affiliates, their respective successors and assigns and each of their respective shareholders, directors, officers, employees and agents (collectively, the “Indemnified Persons”) harmless from any and against any and all loss, liability, obligation, damage, penalty, judgment, claim, deficiency, expense, interest, penalties, attorneys’ fees (including the fees and expenses of attorneys engaged by the Indemnified Person at the Indemnified Person’s reasonable discretion) and amounts paid in settlement (“Claims”) to which any Indemnified Person may become subject arising out of or relating to this agreement or the collateral, except to the limited extent that the Claims are proximately caused by the Indemnified Person’s gross negligence or willful misconduct. The indemnification provided for in this paragraph shall survive the termination of this agreement and shall not be affected by the presence, absence or amount of or the payment or nonpayment of any claim under, any insurance.

Counterparts. This agreement may be executed in multiple counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts, taken together, shall constitute one and the same agreement.

Recovery of Additional Costs. If the imposition of or any change in any Legal Requirement, or the interpretation or application of any thereof by any Governmental Authority (including any request or policy not having the force of law) shall impose, modify, or make applicable any taxes (except federal, state, or local income or franchise taxes imposed on the Bank), reserve requirements, capital adequacy requirements, or other obligations which would (1) increase the cost to the Bank for extending or maintaining the Credit Facilities; (2) reduce the amounts payable to the Bank under the Credit Facilities; or (3) reduce the rate of return on the Bank’s capital as a consequence of the Bank’s obligations with respect to the Credit Facilities, then the Borrower agrees to pay the Bank such additional amounts as will compensate the Bank therefor, within five (5) days after the Bank’s written demand for such payment. The Bank’s demand shall be accompanied by an explanation of such imposition or charge and a calculation in reasonable detail of the additional amounts payable by the Borrower which explanation and calculations shall be conclusive in the absence of manifest error.

Conflicting Terms. If this agreement is inconsistent with any provision in any Related Documents, the Bank shall determine which of the provisions shall control any such inconsistency.

Expenses. The Borrower agrees to pay or reimburse the Bank for all its out-of-pocket costs and expenses and reasonable attorneys’ fees incurred in connection with the preparation and execution of this agreement, any amendment, supplement, or modification thereto, and any other documents prepared in connection herewith or therewith.

Reinstatement. The Borrower agrees that to the extent any payment or transfer is received by the Bank in connection with the Liabilities, and all or any part of the payment or transfer is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid or transferred by the Bank or paid or transferred over to a trustee, receiver or any other entity, whether under any proceeding or otherwise (any of those payments or transfers is hereinafter referred to as a “Preferential Payment”), then this agreement and the Credit Facilities shall continue to be effective or shall be reinstated, as the case may be, even if all those Liabilities have been paid in full and whether or not the Bank is in possession of the Notes and whether any of the Notes has been marked, paid, released or cancelled, or returned to the Borrower and, to the extent of the payment, repayment or other transfer by the Bank, the Liabilities or part intended to be satisfied by the Preferential Payment shall be revived and continued in full force and effect as if the Preferential Payment had not been made. The obligations of the Borrower under this section shall survive the termination of this agreement.

Severability. If any provision of this agreement cannot be enforced, the remaining portions of this agreement shall continue in effect.

Assignments. The Borrower agrees that the Bank may provide any information or knowledge the Bank may have about the Borrower or about any matter relating to the Notes or the Related Documents to JPMorgan Chase & Co., or any of its subsidiaries or affiliates or their successors, or to any one or more purchasers or potential purchasers of the Notes or the Related Documents. The Borrower agrees that the Bank may at any time sell, assign or transfer one or more interests or participations in all or any part of its rights and obligations in the Notes to one or more purchasers whether or not related to the Bank.

Waivers. All Obligors jointly and severally waive notice, demand, presentment for payment, notice of nonpayment, notice of acceleration, protest, notice of protest, and the filing of suit and diligence in collecting the Notes and all other demands and notices, and consents and agrees that the Obligor’s liabilities and obligations shall not be released or discharged by any or all of the following, whether with or without notice to the Obligor or any other Obligor, and whether before or after the maturity of the Notes: (1) extensions of the time of payment; (2) renewals; (3) acceptances of partial payments; and (4) releases or substitutions of any collateral or any Obligor. The Bank may waive or delay enforcing any of its rights without losing them. Each Obligor agrees that acceptance of any partial payment shall not constitute a waiver and that waiver of any default shall not constitute waiver of any prior or subsequent default. Any waiver affects only the specific terms and time period stated in the waiver. No modification or waiver of this Agreement is effective unless it is in writing and signed by the party against whom it is being enforced. Nothing in this agreement is intended to waive or vary the duties of the Bank or the rights of the Borrower in violation of any provision of the Uniform Commercial Code as adopted in the State of Colorado, as amended from time to time, that would prohibit the waiver or variation of those duties and rights by agreement of the parties.

USA PATRIOT ACT NOTIFICATION. The following notification is provided to the Borrower pursuant to Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318:

WAIVER OF SPECIAL DAMAGES. THE BORROWER WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT THE UNDERSIGNED MAY HAVE TO CLAIM OR RECOVER FROM THE BANK IN ANY LEGAL ACTION OR PROCEEDING ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.

JURY WAIVER. THE BORROWER AND THE BANK VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) BETWEEN THE BORROWER AND THE BANK ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT AND THE RELATED DOCUMENTS. THIS PROVISION IS A MATERIAL INDUCEMENT TO THE BANK TO PROVIDE THE CREDIT FACILITIES.

700 17^th Street, Suite 2100

Denver, Colorado 80202

Attn: Jeff Leventhal

By: /s/ William D. Snider

Name: William D. Snider

Title: CFO

120 S LaSalle St., 3^rd Floor, IL1-1110

Chicago, IL 60603-3402

Attn: Division Manager of Financial Institutions Group

By: /s/ Matthew Roan

Name: Matthew Roan

Title: Vice President