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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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                           (i) to duly allow and assume, or otherwise confirm,
                  (A) within 90 days of the filing of a creditor's claim against
                  the Estate or Conservatorship in accordance with applicable
                  law, the Guarantee or any of the Obligations, or (B) within 90
                  days after request therefor by the Administrative Agent (or as
                  soon thereafter as is practicable), the obligations of the
                  Borrower in respect of the Pledged Microsoft Stock in a manner
                  acceptable to the Administrative Agent (it being agreed that
                  any change in such allowance and assumption or confirmation,
                  including any fixing or liquidation of the amount of such
                  obligations, shall also be acceptable to the Administrative
                  Agent) or (C) within 90 days after request therefor by the
                  Administrative Agent (or soon thereafter as is practicable),
                  the Guarantee or any of the Obligations in a manner acceptable
                  to the Administrative Agent, including, without limitation, if
                  requested by the Administrative Agent and in the sole
                  discretion of the Administrative Agent, substituting such
                  Conservatorship (on behalf of the Guarantor and not
                  personally) or the Estate as the counterparty to this
                  Agreement and the other Loan Documents;

                           (ii) within 90 days after request therefor by the
                  Administrative Agent (or as soon thereafter as is
                  practicable), to agree in writing (the "Net Worth Agreement")
                  for the benefit of the Lenders and the Administrative Agent
                  (1) to maintain the net worth of the Estate (i.e., total
                  assets of the Estate less all direct and contingent
                  liabilities of the Estate, including, but not limited to,
                  liabilities for estate taxes) or the assets managed by such
                  Conservatorship (exclusive of any potential spousal claims
                  including elective share, community property interest or
                  otherwise, unless the Guarantor's spouse is liable for the
                  Guarantee or the Obligations under circumstances that the
                  Administrative Agent, in its reasonable judgment, deems
                  acceptable) equal to at least $4,000,000,000, (2) not to make
                  any beneficial distribution from the Estate or the assets
                  managed by such Conservatorship or distribution to any Person
                  with claims junior to claims hereunder that would cause its
                  net worth to be less than such amount and (3) to deliver to
                  the Administrative Agent a copy of the Guarantor's U.S.
                  federal estate tax return Form 706 when filed;

                           (iii) within 30 days after the request therefor by
                  the Administrative Agent, to provide a legal opinion
                  reasonably acceptable to the Administrative Agent regarding
                  the enforceability of any allowance and assumption or
                  confirmation made pursuant to clause (i) hereof and the Net
                  Worth Agreement; or

                           (iv) within 45 days after the request therefor by the
                  Administrative Agent, to provide a legal opinion or opinions,
                  as the case may be, in form and substance reasonably
                  satisfactory to the Administrative Agent stating that neither
                  (A) the laws of the states or jurisdictions governing the
                  Conservatorship of the Guarantor's assets nor (B) the laws of
                  the states or jurisdictions governing the probate proceedings
                  with respect to the Estate will disallow or modify in any way,
                  including, without limitation, for reasons of spousal election
                  or community property interest, the security interest in favor
                  of the Administrative Agent set


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