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SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
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respect of Hedge Agreements, (h) all obligations for production payments from
property operated by or on behalf of such Person and other similar arrangements
with respect to natural resources, and (i) all obligations of such Person under
direct or indirect guaranties in respect of, and obligations (contingent or
otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor
against loss in respect of, indebtedness or obligations of others of the kinds
referred to in clauses (a) through (h) above, and (j) all indebtedness and other
obligations of the kinds referred to in clauses (a) through (i) above secured by
(or for which the holder of such indebtedness or other obligations has an
existing right, contingent or otherwise, to be secured by) any lien, security
interest or other charge or encumbrance on property (including, but not limited
to, accounts and contract rights) owned by such Person, even though such Person
has not assumed or become liable for the payment of such indebtedness or other
obligations; provided, however, that whenever for purposes of this Agreement or
any other Loan Document the Debt of more than one Person is to be aggregated, if
more than one Person is liable for an obligation (for instance, joint and
several liability, or secondary liability), such obligation, although taken into
account for each Person in determining such Person's Debt, shall be taken into
account only once in the resulting aggregation, so as to avoid a "double count".

                "Direct Exposure" means the sum of (x) obligations of the
Borrower (i) under the Loan Documents, (ii) under the 1997 Loan Documents, (iii)
under the Borrower Guaranties, and under any further loan documents entered into
by and between the Borrower and the Bank or its affiliates plus (y) the
Aggregate Transaction Market Value plus (z) the Aggregate Basic Collateral

                "Equity Hedge Agreement" means any Hedge Agreement which (a) is
designed to hedge against downward fluctuations in the market value of all or
any portion of the Pledged Shares and now or hereafter entered into by the
Borrower with a Person satisfactory to the Bank, (b) provides to the Borrower
protection, at all times during a period satisfactory to the Bank, against a
decrease in the market value of all or such portion of the Pledged Shares, as
the case may be, below a level or price per share specified in such Hedge
Agreement and satisfactory to the Bank, (c) is otherwise in form and substance
satisfactory to the Bank, and (d) together with all of the Borrower's right,
title and interest in, to and under such Hedge Agreement (including, but not
limited to, all rights of the Borrower to receive moneys due or to become due
under or pursuant to such Hedge Agreement) and all proceeds thereof, is pledged,
assigned and delivered by the Borrower to the Bank, and subject to a security
interest granted by the Borrower to the Bank, as security for the payment and
performance of all of the Obligations, all pursuant to such pledge and security
agreements as specified by and in form and substance satisfactory to the Bank.

                "Eurodollar Rate" means, for any Interest Period for any
Advance, an interest rate per annum equal to the sum of the LIBO Rate for such
Interest Period [*] percent ([*]%) per annum.

                "Eurodollar Rate Advance" means an Advance which bears interest
as provided in Section 2.7(a) (ii) .

[*] Confidential treatment requested.