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SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
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time hereafter in effect. If requested by any Lender or the Administrative
Agent, the Borrower will furnish to the Administrative Agent and each Lender a
statement to the foregoing effect in conformity with the requirements of FR Form
G-3 or FR Form U-1 referred to in said Regulation U.

         SECTION 3.13 ERISA. Neither a Reportable Event nor an "accumulated
funding deficiency" (within the meaning of Section 412 of the Code or Section
302 of ERISA) has occurred during the five-year period prior to the date on
which this representation is made or deemed made with respect to any Plan, and
each Plan has complied in all material respects with the applicable provisions
of ERISA and the Code. No termination of a Single Employer Plan has occurred,
and no Lien in favor of the PBGC or a Plan has arisen, during such five-year
period, in either case that would have a Material Adverse Effect. The present
value of all accrued benefits under each Single Employer Plan (based on those
assumptions used to fund such Plans) did not, as of the last annual valuation
date prior to the date on which this representation is made or deemed made,
exceed the value of the assets of such Plan allocable to such accrued benefits
by a material amount. Neither the Guarantor nor any Commonly Controlled Entity
has had a complete or partial withdrawal from any Multiemployer Plan that has
resulted or could reasonably be expected to result in a material liability under
ERISA, and neither the Guarantor nor any Commonly Controlled Entity would become
subject to any material liability under ERISA if the Guarantor or any such
Commonly Controlled Entity were to withdraw completely from all Multiemployer
Plans as of the valuation date most closely preceding the date on which this
representation is made or deemed made. No such Multiemployer Plan is in
"reorganization" or "insolvent" (as such terms are defined in ERISA).

         SECTION 3.14 Ownership of the Borrower. The Guarantor or the Estate
owns, beneficially and of record, all of the issued and outstanding Capital
Stock of the Borrower. All capital contributions required to be paid by any
member of the Borrower have been fully paid. The Borrower does not have
outstanding any other securities including, but not limited to, any securities
convertible into or exchangeable for any Capital Stock or any outstanding rights
to subscribe for or to purchase, or any options or warrants for the purchase of,
or any agreements providing for the issuance (contingent or otherwise) of, or
any calls, commitments or claims of any character relating to its Capital Stock.

         SECTION 3.15 Investment Company Act; Other Regulations. No Loan Party
is an "investment company", or a company "controlled" by an "investment
company", within the meaning of the Investment Company Act of 1940, as amended.
No Loan Party is subject to regulation under any Federal or State statute or
regulation (other than Regulation X of the Board) which limits its ability to
incur Indebtedness.

         SECTION 3.16  Subsidiaries. The Borrower has no Subsidiaries.

         SECTION 3.17  Purpose of Loans. The proceeds of the Loans shall be used
by the Borrower to make distributions to the Guarantor for purposes of funding
the Initial Investments. The proceeds of the Loans may also be used for other
general purposes. Notwithstanding this or any other provision of this Agreement,
the Borrower may transfer to the Guarantor all or any