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SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
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and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, continuing or
maintaining its Eurodollar Loan or to reduce any amount receivable hereunder in
respect thereof, then, in any such case, the Borrower shall promptly pay such
Lender, upon its demand, any additional amounts necessary to compensate such
Lender for such increased cost or reduced amount receivable. If any Lender
becomes entitled to claim any additional amounts pursuant to this Section
2.11(a), it shall promptly notify the Borrower, through the Administrative
Agent, of the event by reason of which it has become so entitled.

         (b) If any Lender shall have determined that the adoption of or any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority, in each case made subsequent to the Effective Date, has the effect of
reducing the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder to a level below that which such Lender
or such corporation could have achieved but for such adoption, change or
compliance (taking into consideration such Lender's or such corporation's
policies with respect to capital adequacy) by an amount deemed by such Lender to
be material, then from time to time, after submission by such Lender to the
Borrower (with a copy to the Administrative Agent) of a written request
therefor, the Borrower shall promptly pay to such Lender such additional amount
or amounts as will compensate such Lender for such reduction.

         (c) The Borrower agrees to pay to each Lender which requests
compensation under this Section 2.11(c) (by notice to the Borrower), on the last
day of each Interest Period with respect to the Eurodollar Loan or any portion
thereof made by such Lender, so long as such Lender may be required by the Board
or by any other Governmental Authority to maintain reserves against any other
category of liabilities which includes deposits by reference to which the
interest rate on Eurodollar Loans is determined as provided in this Agreement or
against any category or extensions of credit or other assets of such Lender
which includes its Eurodollar Loan, an additional amount (determined by such
Lender and notified to the Borrower with a copy to the Administrative Agent)
representing such Lender's calculation or, if an accurate calculation is
impracticable, reasonable estimate (using such reasonable means of allocation as
such Lender shall determine) of the actual costs, if any, incurred by such
Lender during such Interest Period as a result of the applicability of the
foregoing reserves to such Eurodollar Loan or portion thereof, which amount in
any event shall not exceed the product of the following for each day of such
Interest Period:

                  (i) the principal amount of the Eurodollar Loan or portion
         thereof, as the case may be, made by such Lender to which such Interest
         Period relates and outstanding on such day; and

                  (ii) the difference between (x) a fraction, the numerator of
         which is the Eurodollar Rate (expressed as a decimal) applicable to
         such Eurodollar Loan or portion thereof, and the denominator of which
         is one minus the maximum rate (expressed as a


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