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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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requirement to pledge additional shares of Capital Stock of Microsoft to support
repayment obligations in respect of principal) (each such covenant, an
"Unencumbered Asset Covenant").

         SECTION 5.8 Maintenance of Minimum Net Worth. The Guarantor shall, at
all times, maintain a Net Worth of at least $[*].

         SECTION 5.9 ERISA. Neither Loan Party nor any Commonly Controlled
Entity shall maintain or contribute to any Plan or otherwise engage in any
activity of any kind which could reasonably be expected to subject such Loan
Party or any Commonly Controlled Entity to any liability under Title IV of
ERISA.

         SECTION 5.10 Change of Residency of the Guarantor. The Guarantor shall
give notice to the Agent within 90 days following the date on which he is no
longer a resident of Washington State (or any other State in which the Guarantor
may from time to time be a resident), which notice shall include the new State
or other jurisdiction of residency of Guarantor.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

         The Borrower hereby agrees that, so long as the Commitments remain in
effect, any Loan remains outstanding or unpaid, or any other amount is owing to
any Lender or the Administrative Agent or the Agents hereunder or under any
other Loan Document:

         SECTION 6.1 Limitation on Activities of the Borrower. The Borrower
shall not engage in any business or activity of any kind or enter into any
transaction, Contractual Obligation, Guarantee Obligation or other undertaking
which is not expressly permitted by, or directly related to the transactions
contemplated by, the Loan Documents.

         SECTION 6.2 Limitation on Indebtedness. The Borrower shall not create,
incur, assume or suffer to exist any Indebtedness of the Borrower except
obligations incurred or owing to the Lenders under this Agreement or any other
Loan Document.

         SECTION 6.3 Limitation on Liens. The Borrower shall not create, incur,
assume or suffer to exist any Lien upon any of its property, assets or revenues,
whether now owned or hereafter acquired, except for:

                  (a) Liens for taxes not yet due or which are being contested
         in good faith by appropriate proceedings, provided that adequate
         reserves with respect thereto are maintained on the books of the
         Borrower in conformity with GAAP; and

                  (b) Liens created pursuant to this Agreement or any other Loan
Document.

         SECTION 6.4 Limitation on Investments, Loans and Advances. The Borrower
shall not make any advance, loan, extension of credit or capital contribution
to, or purchase any stock, bonds, notes, debentures or other securities of or
any assets constituting a business unit of, or


[*] Confidential treatment requested.


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