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SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
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to such Lender (or Transferee), it will, if requested by the Borrower, use
reasonable efforts (subject to overall policy considerations of such Lender (or
Transferee)) to designate another lending office for its Loan or portion thereof
affected by such event with the object of avoiding the consequences of such
event; provided, that such designation is made on terms that, in the sole
judgment of such Lender, cause such Lender and its lending office(s) to suffer
no material economic, legal or regulatory disadvantage, and provided, further,
that nothing in this Section 2.14 shall affect or postpone any of the
obligations of the Borrower or the rights of any Lender (or Transferee) pursuant
to Sections 2.11 and 2.12; and provided, further that Section 2.12(d) shall not
apply to any Lender (or Transferee) who designates a New Lending Office at the
request of the Borrower pursuant to this Section 2.14.

         SECTION 2.15 Replacement of Lenders under Certain Circumstances. The
Borrower shall be permitted to replace any Lender which (a) requests
reimbursement for amounts owing pursuant to Sections 2.11 or 2.12 or (b)
defaults in its obligation to make its Loan hereunder, with a replacement bank
or other financial institution; provided that (i) such replacement does not
conflict with any Requirement of Law, (ii) no Event of Default shall have
occurred and be continuing at the time of such replacement, (iii) the Borrower
shall repay (or the replacement bank or institution shall purchase, at par) the
Loan and other amounts owing to such replaced Lender prior to the date of
replacement, (iv) the Borrower shall be liable to such replaced Lender under
Section 2.13 if any Eurodollar Loan or portion thereof owing to such replaced
Lender shall be prepaid (or purchased) other than on the last day of the
Interest Period relating thereto, (v) the replacement bank or institution, if
not already a Lender, and the terms and conditions of such replacement, shall be
reasonably satisfactory to the Administrative Agent, (vi) the replaced Lender
shall be obligated to make such replacement in accordance with the provisions of
Section 10.6 (provided that the Borrower shall be obligated to pay the
registration and processing fee referred to therein), (vii) until such time as
such replacement shall be consummated, the Borrower shall pay all additional
amounts (if any) required pursuant to Sections 2.11 or 2.12, as the case may be,
and (viii) any such replacement shall not be deemed to be a waiver of any rights
which the Borrower, the Administrative Agent or any other Lender shall have
against the replaced Lender.

                                   ARTICLE III


         To induce the Administrative Agent and the Lenders to enter into this
Agreement and to make each Lender's Loan, each of the Guarantor and the Borrower
hereby represents and warrants to the Administrative Agent, the Agents and each
Lender as of the Effective Date, which representations and warranties shall
survive the execution and delivery of this Agreement, that:

         SECTION 3.1 Financial Condition.

         (a) The reviewed balance sheet of the Guarantor as at June 30, 1999, a
copy of which has heretofore been furnished to each Lender, is complete and
correct and presents fairly the