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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)     Federal Reserve Form U-1 provided for in Regulation U
issued by the Board of Governors of the Federal Reserve System, duly executed by
the Borrower, the statements made in which shall be such, in the opinion of the
Bank, as to permit the transactions contemplated hereby in accordance with said
Regulation U;

                (j)     Certified copies of all documents evidencing necessary
governmental approvals, if any, with respect to each Loan Document;

                (k)     A favorable written opinion of the law firm of Heller,
Ehrman, White & McAuliffe, counsel for the Borrower, as to such matters as the
Bank may reasonably request;

                (l)     A certificate, signed by the Borrower, that the
representations and warranties contained in Section 4.1 of this Agreement and
Section 4 of the Pledge Agreement are true and correct as of such date; and

                (m)     Such other approvals, opinions and documents as the Bank
may reasonably request.

        SECTION 3.2 Conditions Precedent to All Advances. The obligation of the
Bank to make each Advance (including the initial Advance) shall be subject to
the further conditions precedent that on the date of such Advance:

                (a)     the following statements shall be true (and each of the
giving of the applicable notice requesting such Advance and the acceptance by
the Borrower of the proceeds of such Advance shall constitute a representation
and warranty by the Borrower that on the date of such Advance such statements
are true):

                        (i)     The representations and warranties contained in
        subsections (a), (b), (c), (d), (g), (h), (i), (j), (k) and (l) of
        Section 4.1 of this Agreement and in subsections (d), (j) and (k) of
        Section 4 of the Pledge Agreement are correct on and as of the date of
        such Advance, before and after giving effect to such Advance and to the
        application of the proceeds therefrom, as though made on and as of such
        date;

                        (ii)    The balance sheet of the Borrower then most
        recently furnished to the Bank pursuant to Section 5.1(e) (i) fairly
        presents the financial condition of the Borrower as at the date of such
        balance sheet, and since the date of such balance sheet there has been
        no material adverse change in such condition; and

                        (iii)   No event has occurred and is continuing, or
        would result from such Advance or from the application of the proceeds
        therefrom, which constitutes an Event of Default or would constitute an
        Event of Default but for the requirement that notice be given or time
        elapse or both;



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