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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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Party, threatened by or against any Loan Party (a) with respect to any of the
Loan Documents or any of the transactions contemplated hereby or thereby, (b)
the Pledged Microsoft Stock or (c) which could reasonably be expected to have a
Material Adverse Effect.

         SECTION 3.8 No Default. Neither Loan Party is in default under or in
breach of any of its Contractual Obligations in any respect which could
reasonably be expected to have a Material Adverse Effect. No Default or Event of
Default has occurred and is continuing.

         SECTION 3.9 Ownership of Property; Liens. Each Loan Party has good
title to all of its material property and none of such property of the Borrower
is subject to any Lien except as permitted by Section 6.3. The Borrower owns,
beneficially and of record, all of the Pledged Microsoft Stock free of any and
all Liens or options in favor of, or claims of, any other Person, except the
security interest created by the Stock Pledge Agreement. The Borrower and, prior
to transfer by the Guarantor to the Borrower, the Guarantor, have successively
been the beneficial owners of the Capital Stock of Microsoft being pledged
pursuant to the Loan Documents for more than two years and more than two years
has elapsed since the Guarantor paid full consideration for such stock.

         SECTION 3.10 Taxes. Each Loan Party has filed or caused to be filed all
material tax returns which are required to be filed (or, in the case of the
Guarantor, has filed appropriate extensions of the time for filing such returns)
and has paid all taxes shown to be due and payable on said returns or on any
assessments made against it or any of its property by any Governmental Authority
(other than any such taxes or assessments which are not required to be paid
pursuant to Section 5.3 hereof); no tax Lien has been filed, and, to the
knowledge of any Loan Party, no claim is being asserted, with respect to any
such tax, fee or other charge.

         SECTION 3.11 Accuracy of Information. Neither the Confidential
Information Memorandum (taken as a whole and as supplemented by the Borrower and
the Guarantor prior to the Effective Date) nor this Agreement, any other Loan
Document or any other document, certificate, writing, return or statement
furnished or to be furnished to the Administrative Agent or the Lenders or any
of them, by or on behalf of any Loan Party for use in connection with the
transactions contemplated by this Agreement or the other Loan Documents,
contained or will contain, as of the date such statement, information, document
or certificate was or is so furnished (or, in the case of the Confidential
Information Memorandum, as of the Effective Date) any untrue statement of a
material fact, or omitted or will omit a material fact necessary in order to
make the statements contained herein or therein not misleading. There is no fact
known to any Loan Party that could reasonably be expected to have a Material
Adverse Effect that has not been expressly disclosed herein, in the other Loan
Documents, in the Confidential Information Memorandum or in such other
documents, certificates and statements furnished to the Administrative Agent and
the Lenders for use in connection with the transactions contemplated hereby and
by the other Loan Documents.

         SECTION 3.12 Federal Regulations. No part of the proceeds of any Loans
will be used directly or indirectly for "buying" or "carrying" any "margin
stock" within the respective meanings of each of the quoted terms under
Regulation U of the Board as now and from time to


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