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SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
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shares and all dividends (including, but not limited to, stock dividends), cash,
instruments, financial assets, securities (whether certificated or
uncertificated), security entitlements, securities accounts, commodity
contracts, commodity accounts, other investment property and other property from
time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of such additional shares for any reason, including, but
not limited to, any change in the number or kind of outstanding shares of any
securities of any issuer of any of the Pledged Shares, or any successor to any
such issuer, by reason of any recapitalization, merger, consolidation,
reorganization, separation, liquidation, stock split, stock dividend,
combination of shares or other similar corporate event, (c) all cash from time
to time pledged and delivered by the Borrower to the Bank for deposit in any one
or more of the Collateral Accounts pursuant to Section 6.1 of this Agreement or
Section 14 of the Pledge Agreement, and (d) all proceeds of any and all of the
properties described in clauses (a), (b) and (c) of this definition.

                "Collateral Account" has the meaning assigned to that term in
the Pledge Agreement.

                "Collateral Coverage Amount" means, at any date of
determination, the sum of the aggregate amount of the Obligations (including,
but not limited to, the unpaid principal amount of the Advances, but excluding
any Credit Document Obligation under any Credit Document which has not expired,
terminated or matured) plus the Aggregate Transaction Market Value plus the
Aggregate Basic Collateral Amount for all Transactions.

                "Collateral Coverage Ratio" means, at any date of determination,
the quotient, expressed as a percentage, the denominator of which is the
aggregate Collateral Market Value for all Collateral other than the Hedged
Shares at such date and the numerator of which is the difference obtained by
subtracting the aggregate Loanable Value for the Hedged Shares at such date from
the Collateral Coverage Amount at such date.

                "Collateral Market Value" means, at any date of determination:
(a) for any portion of the Collateral comprising a marketable security quoted on
the Nasdaq National Market, the closing bid price as quoted for such security on
the Nasdaq National Market on the Business Day immediately preceding the date of
determination; (b) for any portion of the Collateral comprising a marketable
security listed or admitted to trading on the New York Stock Exchange or the
American Stock Exchange, the last reported sale price of such security on the
New York Stock Exchange or the American Stock Exchange, as the case may be, on
the Business Day immediately preceding the date of determination or, if no such
reported sale takes place on such immediately preceding Business Day, the
average of the last reported bid and asked prices for such security on the New
York Stock Exchange or the American Stock Exchange, as the case may be, on such
immediately preceding Business Day; (c) for any portion of the Collateral
comprising a cash equivalent, either the closing bid price as reported for such
cash equivalent by the applicable exchange determined by the Bank on the
Business Day immediately preceding the date of determination or such other value
for such cash 



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