AMENDMENT NO. 3
TO
CREDIT AGREEMENT
Dated as of February 26, 1997
AMENDMENT NO. 3 dated as of February 26, 1997 among ALPHARMA
U.S. INC., a Delaware corporation (together with its successors
and assigns, the "Borrower"), ALPHARMA INC., a Delaware
corporation, as guarantor (the "Parent Guarantor"), the BANKS AND
FINANCIAL INSTITUTIONS (the "Banks") party from time to time to
the Credit Agreement (as defined below) and Union Bank of Norway,
as agent (the "Agent").
W I T N E S S E T H:
WHEREAS, the Borrower, the Banks, the Agent, Union Bank of
Norway, as arranger, and Den Norske Bank AS, as co-arranger, are
parties to that certain Credit Agreement dated as of September
28, 1994, as amended by a Consent and Agreement dated as of
December 19, 1994 and an Amendment No. 2 to Credit Agreement
dated as of December 1, 1995 (as the same may be further amended
from time to time, the "Credit Agreement"), pursuant to which the
Banks made available to the Borrower a loan facilities in the
aggregate principal amount of $185,000,000;
WHEREAS, in consideration of the Banks entering into the
Credit Agreement, the Parent Guarantor delivered a Guaranty dated
as of September 28, 1994 (the "Parent Guaranty") pursuant to
which it guaranteed all of the obligations of the Borrower under
the Credit Agreement;
WHEREAS, the Borrower and the Banks have agreed to effect
certain amendments to the Credit Agreement and the Parent
Guaranty on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the
covenants and agreements contained herein, the parties hereto
agree as follows (with terms used herein and not otherwise
defined having the meaning ascribed thereto in the Credit
Agreement):
ARTICLE I
AMENDMENTS TO CREDIT AGREEMENT
Section 1.1. Amendments to Definitions. The following
definitions contained in Article I of the Credit Agreement are
hereby amended to read in their entirety as follows:
"Applicable Margin" means, on any date, 1-1/8%,
provided that if the interest coverage ratio calculated
pursuant to Section 8(d) of the Parent Guaranty falls
below 1.85:1 in any of the cumulative periods referred
to in clauses (A), (B), (C) and (D) of Section 8(d) of
the Parent Guaranty, the Applicable Margin for the last
quarterly period occurring in such cumulative period
shall be increased retroactively to 1-1/4% and such
additional interest shall be paid on the next
succeeding regularly scheduled interest payment date
for each Loan outstanding to which such increase
applies.
"Revolving Loan Commitment Termination Date" means
the later of (i) August 28, 2000, (ii) such other day
to which the Revolving Loan Commitment Termination Date
shall have been extended in accordance with Section 4.5
hereof and (iii) the date of the earlier termination or
cancellation in full of the Revolving Loan Commitment
pursuant to the terms hereof, including pursuant to
Section 10.1.
Section 1.2. Amendment to Number of Revolving Loan Interest
Periods. Section 4.2(c) of the Credit Agreement is hereby
amended to read in its entirety as follows:
(c) Each Revolving Loan Borrowing pursuant to this
Section 4.2 shall be in an aggregate amount of not less
than $6,000,000 or an integral multiple of $3,000,000
in excess thereof (or such lesser amount as may be
necessary to draw down the full amount of the Revolving
Loan Commitment). The maximum number of Interest
Periods that may be outstanding in respect of Revolving
Loans at any one time is six (6).
Section 1.3. Amendment to Extension of Revolving Loan
Commitment Termination Date. Section 4.5(b) of the Credit
Agreement is hereby amended to read in its entirety as follows:
(b)(i) On April 1, 1998 and on each yearly
anniversary thereof, the Borrower may request that the
Revolving Loan Commitment Termination Date be extended
for an additional one year period by submitting a
request in writing to the Agent. The Agent shall
promptly inform the Banks of such request. Each Bank
shall then determine, in its sole discretion, whether
the Revolving Loan Commitment Termination Date will be
extended as to its Revolving Loans and each Bank shall
inform the Agent of its decision within 20 days of
being informed of the Borrower's request. The Agent
shall inform the Borrower within 30 days of the time
when the Borrower's request was received whether its
request for an extension of the Revolving Loan
Commitment Termination Date has been approved and by
which Banks. If all the Banks consent in writing, the
then applicable Revolving Loan Commitment Termination
Date shall be extended for one year effective as of the
first day that all of the Banks have so consented in
writing.
(ii) If not all the Banks consent to
such an extension pursuant to this Section 4.5(b)
(the Banks so consenting in writing being the
"Consenting Banks" and any Bank not so consenting
being a "Non-Consenting Bank"), the Borrower may
require such Non-Consenting Bank to assign, to one
or more Consenting Banks or to any other assignee
which meets the requirements of clauses (A) or (B)
of Section 12.7(a), all of such Non-Consenting
Bank's Commitments and obligations under this
Agreement by delivering to the Agent a Notice of
Assignment and Acceptance, which shall have effect
as provided in Section 12.7(c), and the Revolving
Notes held by such Non-Consenting Bank; provided,
however, that (A) any assignee of the Commitments
and obligations of such Non-Consenting Bank shall
have consented and shall have paid to such Non-
Consenting Bank the aggregate principal amount of,
and any interest accrued and unpaid to the date of
the assignment on, the Note or Notes of such Non-
Consenting Bank, (B) the Borrower shall have paid
all accrued and unpaid fees owing to such Non-
Consenting Bank under this Agreement and the
recording fee due pursuant to Section 12.1(a) and
(C) the Borrower shall have, at its own expense,
executed and delivered to the Agent new Revolving
Notes payable to the order of each assignee of
such Non-Consenting Bank, in the amount of each
such assignee's Commitment, and dated the date
the assignment is effective.
Section 1.4. Amendment of Commitment Fee. Section
5.5(a)(iii) of the Credit Agreement is hereby amended to read in
its entirety as follows:
(iii) Revolving Loan Commitment. The
Borrower will pay to the Agent for the account of each
Bank quarterly in arrears a fee accruing from February
26, 1997 until the Revolving Loan Commitment
Termination Date on such Bank's aggregate daily unused
and uncancelled Revolving Loan Commitment, as in effect
from time to time, at the rate of .5625% per annum.
Section 1.5. Conversion of Loans. (a) Conversion Date. On
and as of the respective conversion dates provided in the table
below (each, a "Conversion Date"), the Tranche A Term Loans and
Tranche B Term Loans shall convert to Revolving Loans as follows:
Outstanding
Principal
Loan Date Loan Made Amount Conversion Date
Tranche A
Term Loan October 3, 1994 USD 58,500,000 June 2, 1997
Tranche A
Term Loan October 3, 1994 USD 3,250,000 April 3, 1997
Tranche B
Term Loan October 3, 1994 USD 3,150,000 April 3, 1997
Tranche B October 3, 1994 USD 56,700,000 September 3,
Term Loan 1997
(b) Notice of Interest Period. The conversion of the
Tranche A Term Loan and the Tranche B Term Loans into Revolving
Loans on each Conversion Date shall constitute a Revolving Loan
Borrowing made on each such date for all purposes of the Credit
Agreement (notwithstanding Section 4.2(c) of the Credit
Agreement) and the Borrower shall deliver to the Agent not later
than 11:00 A.M. (New York City time) on the fourth Business Day
prior to each proposed Conversion Date a Notice of Interest
Period pursuant to which the Borrower shall elect the Interest
Period that shall apply to each Loan being converted; provided
that all Loans related to the same Revolving Loan Borrowing shall
have the same Interest Period.
Section 1.6. Amendment of Commitments. (a) Effective on
and as of the dates provided in the table below, the aggregate
of the Banks' Tranche A Term Commitments, Tranche B Term
Commitments and Revolving Loan Commitments shall be as set forth
in the table below (and the Ratable Portion of each Bank's
individual Commitment in respect thereof shall be adjusted
accordingly):
Tranche B
Tranche A Term Terms Revolving Loan
Effective Date Commitments Commitments Commitments
February 26, $61,750,000 $59,850,000 $48,400,000
1997
April 3, 1997 $58,500,000 $56,700,000 $54,800,000
June 2, 1997 $0 $56,700,000 $113,300,000
September 3, $0 $0 $170,000,000
1997
(b) With effect from September 3, 1997, Schedule II to
the Credit Agreement is hereby amended to read in its entirety as
set forth on Schedule II hereto.
Section 1.7. Agreement Acknowledged and Confirmed. Except
as expressly amended hereby, the Credit Agreement and the other
Loan Documents are hereby ratified and confirmed.
ARTICLE II
AMENDMENTS TO PARENT GUARANTY AND AGREEMENTS
Section 2.1. Amendment of Reporting Requirements. Section
6(g) of the Parent Guaranty is hereby amended by (a) deleting the
word "and" at the end of sub-clause (iv), (b) replacing the
period at the end of sub-clause (v) with "; and" and (c)
inserting the following immediately after sub-clause (v) thereof
as new sub-clauses (vi) and (vii):
(vi) together with each delivery of
financial statements of the Parent Guarantor and
its Subsidiaries pursuant to clauses (i) or (ii)
above, a certificate substantially in the form of
Schedule 6(g)(vi) hereto signed by a Responsible
Financial Officer of the Parent Guarantor setting
forth calculations relating to the amount of
Equity-Multiple Indebtedness and Repaid
Indebtedness that may be incurred; and
(vii) together with each delivery of
financial statements of the Parent Guarantor and
its Subsidiaries pursuant to clauses (i) or (ii)
above, a schedule substantially in the form of
Schedule 6(g)(vii) hereto, certified by a
Responsible Financial Officer of the Parent
Guarantor, setting forth any changes in the
outstanding long-term indebtedness of the Parent
Guarantor and its Subsidiaries since the date of
the previously delivered schedule.
Section 2.2. Amendment to Interest Coverage Ratio. Section
8(d) of the Parent Guaranty is hereby amended to read in its
entirety as follows:
(d) Interest Coverage Ratio. The ratio of (i)
Earnings from Operations plus interest income to (ii)
Total Cash Interest Expense shall not be less than (A)
1.00:1 for the period from January 1, 1997 through
March 31, 1997, (B) 1.25:1 for the period January 1,
1997 through June 30, 1997, (C) 1.50:1 for the period
January 1, 1997 through September 30, 1997 and (D)
1.85:1 for the period January 1, 1997 through December
31, 1997 and at all times thereafter; provided,
however, that in calculating the Interest Coverage
Ratio for purposes of this Section 8(d), changes in
Earnings from Operations, interest income or Total Cash
Interest Expense attributable to foreign exchange
fluctuations shall not be taken into account.
Section 2.3. Amendment of Defined Terms. Section 15 of the
Parent Guaranty is hereby amended as follows:
(a) The definition of "Net Worth" is amended to read in its
entirety as follows:
"Net Worth" means, at any time, as to
the Parent Guarantor and its Subsidiaries on a
consolidated basis, (a) the excess of total assets
over total liabilities, as shown on the Parent
Guarantor's then most recent consolidated balance
sheet; provided, however, that until the earlier
of (x) the purchase by A.L. Industrier AS of
1,273,438 shares of Class "B" Common Stock of the
Parent Guarantor pursuant to the Stock
Subscription and Purchase Agreement dated February
10, 1997 between A.L. Industrier AS and the Parent
Guarantor and (y) November 30, 1997, there shall
be added to the value of Net Worth an amount equal
to $20,807,976.92; provided, further, that in
determining the Net Worth of the Parent Guarantor
and its Subsidiaries during the calendar year
1997, changes in total assets or total liabilities
attributable to foreign exchange fluctuations
shall not be taken into account.
(b) The definition of "New Permitted Indebtedness" is
amended to read in its entirety as follows:
"New Permitted Indebtedness" means, at
any time, any Indebtedness so long as (i) such
Indebtedness does not otherwise constitute
Permitted Indebtedness pursuant to any clause of
the definition of Permitted Indebtedness (other
than clause (2)), (ii) such Indebtedness is pari
passu with the Indebtedness outstanding under the
Credit Agreement and the Notes, (iii) the Weighted
Average Life to Maturity of such Indebtedness on
the day it is incurred is not less than one (1)
year plus the period of time that will elapse
between the date such Indebtedness is incurred and
the Revolving Loan Commitment Termination Date (in
effect at such time), (iv) no more than 25% of the
original principal amount of such Indebtedness is
scheduled to be repaid during any Repayment
Period, (v) before incurring such Indebtedness no
Default shall be existing, and no Default shall
occur as a consequence of the incurrence of such
Indebtedness, and (vi) such Indebtedness is either
(A) Equity-Multiple Indebtedness or (B) Repaid
Indebtedness.
(c) The following new definitions shall be added in
correct alphabetical order:
"Equity-Multiple Indebtedness" means
Indebtedness the aggregate principal amount of
which, at any time, when added to the principal
amount of all other Equity-Multiple Indebtedness
incurred and then outstanding does not exceed 200%
of the Net Cash Proceeds of any Capital Market
Transaction effected on or after February 26, 1997
and which involves the sale of the common stock of
the Parent Guarantor.
"Qualifying Permitted Indebtedness"
means (i) Equity-Multiple Indebtedness, (ii)
Indebtedness under the $9,000,000 Loan Agreement
and Guarantee Facility Agreement dated December
21, 1995 (the "Dumex-Eksportfinans Agreement")
among A/S Dumex, as borrower, A/S Eksportfinans,
as lender, Bikuben Girobank A/S and Union Bank of
Norway, as guarantors, Bikuben Girobank A/S, as
agent, and Union bank of Norway, as arranger, and
(iii) Indebtedness described in clause (7) of the
definition of Permitted Indebtedness which cannot
by its terms be re-borrowed once repaid.
"Remaining Dollar-years" means, as to
any Indebtedness, the amount obtained by (1)
multiplying the amount of each then remaining
instalment, prepayment or other required
repayment, including repayment at final maturity,
in respect of such Indebtedness by the number of
years (calculated to the nearest one-twelfth)
which will elapse between the date of the
determination and the date of that required
repayment, and (2) totaling all the products
obtained in (1).
"Repaid Indebtedness" means Indebtedness
(i) that matures more than one year from the date
of origin thereof, (ii) that cannot be reborrowed
once repaid and (iii) the aggregate principal
amount of which, at any time, when added to the
principal amount of all other Repaid Indebtedness
incurred and then outstanding does not exceed the
aggregate principal amount of Qualifying Permitted
Indebtedness that has been repaid since January 1,
1997.
"Repayment Period" means, with respect
to any Indebtedness, (i) initially, the period
beginning on the day such Indebtedness is incurred
and ending on the day that is forty-two (42)
months thereafter and (ii) thereafter, each period
beginning on the last day of the immediately
preceding Repayment Period and ending twelve (12)
months thereafter.
"Weighted Average Life to Maturity" of
any Indebtedness means, as at the time of
determination thereof, the number of years
obtained by dividing the then Remaining Dollar-
years of such Indebtedness by the then outstanding
principal amount of such Indebtedness.
Section 2.4. Schedules Relating to Indebtedness. The
Parent Guaranty is hereby further amended by (i) adding Exhibit A
hereof as Schedule 6(g)(vi) to the Parent Guaranty and (ii)
adding Exhibit B hereof as Schedule 6(g)(vii) to the Parent
Guaranty.
Section 2.5. Agreement Acknowledged and Confirmed. Except
as expressly amended hereby, the Parent Guaranty is hereby
ratified and confirmed.
ARTICLE III
CONDITIONS TO EFFECTIVENESS
Section 3.1. Effectiveness of Amendment. This Amendment
shall be effective as of the date first above written on the
first day that all of the following conditions shall have been
met:
(a) New Revolving Notes. The Borrower shall have duly
executed and delivered to each of the Banks new
Revolving Notes (the "New Revolving Notes") evidencing
each such Bank's revised Revolving Loan Commitment as
set forth on Schedule II hereto. Upon delivery of the
New Revolving Notes to the Banks, the Revolving Notes
previously delivered to the Banks shall be deemed
cancelled, and the Banks shall each surrender their
previously delivered Revolving Notes to the Borrower.
(b) Arrangement Fee. The Agent shall have received
for the account of the respective Banks an arrangement
fee in the amount of 1/8% of each such Bank's total
Commitments.
(c) Evidence of Subscription. The Agent shall have
received (i) a copy certified by a Responsible Officer
of the Parent Guarantor of the Stock Subscription and
Purchase Agreement dated February 10, 1997 (the
"Subscription Agreement") between A.L. Industrier AS
(the "Subscriber") and the Parent Guarantor pursuant to
which the Subscriber irrevocably agreed to purchase
1,273,438 shares of Class "B" Common Stock (the
"Subscribed Shares") of the Parent Guarantor for a
purchase price of $16.34 per share no later than
November 30, 1997 and (ii) an Irrevocable Payment
Letter, in the form of Exhibit C hereto, duly executed
and delivered by Den norske Bank ASA.
(d) Representations and Warranties. The
representations and warranties contained in Article VII
of the Credit Agreement and in Article IV hereof shall
be true and correct, and no Default or Event of Default
shall have occurred.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.1. Representations and Warranties. The Borrower
and the Parent Guarantor each represents and warrants as follows:
(a) Due Authorization. Each of the Borrower and the
Parent Guarantor has the power, and has taken all necessary
action to authorize it, to execute and deliver this Amendment and
to perform each of this Amendment, the Credit Agreement as
amended by this Amendment (in the case of the Borrower) and the
Parent Guaranty as amended by this Amendment (in the case of the
Parent Guarantor), in each case in accordance with its terms .
This Amendment has been duly executed and delivered by all
necessary action of the Borrower and the Parent Guarantor,
respectively, and this Amendment, the Credit Agreement as amended
by this Amendment (in the case of the Borrower) and the Parent
Guaranty as amended by this Amendment (in the case of the Parent
Guarantor) is a legal, valid and binding obligation of the
Borrower and the Parent Guarantor, as the case may be,
enforceable in accordance with its terms under all Applicable
Law, subject, as to enforcement of remedies, to any applicable
bankruptcy, insolvency or other laws affecting the enforcement of
creditors' rights generally.
(b) Compliance with Law, etc. The execution and
delivery of this Amendment and the performance of each of this
Amendment, the Credit Agreement as amended by this Amendment and
the Parent Guaranty as amended by this Amendment, in accordance
with their respective terms do not and will not (i) violate any
provision of any applicable laws, orders, rules or regulations
presently in effect or (ii) conflict with, result in a breach of
or constitute a default under the organizational documents of the
Borrower or the Parent Guarantor, or any indenture, agreement or
instrument to which the Borrower or the Parent Guarantor is a
party or by which it or its properties may be bound.
(c) Governmental Regulation. Neither the Borrower nor
the Parent Guarantor is required to obtain any governmental
authorizations, consents, orders or approvals in connection with
the execution and delivery of this Amendment or the performance
of the transactions contemplated by each of this Amendment, the
Credit Agreement as amended by this Amendment and the Parent
Guaranty as amended by this Amendment.
(d) Validity. There are no proceedings or
investigations pending or, to the best knowledge of the Borrower
and the Parent Guarantor, threatened against the Borrower or the
Parent Guarantor, before any court, regulatory body,
administrative agency or other tribunal or governmental
instrumentality (i) asserting the invalidity of the Credit
Agreement as amended by this Amendment or the of the Parent
Guaranty as amended by this Amendment, (ii) seeking to prevent
the consummation of any of the transactions contemplated by the
Credit Agreement as amended by this Amendment or by the Parent
Guaranty as amended by this Amendment, (iii) seeking any
determination or ruling that, in the reasonable judgment of the
Borrower or the Parent Guarantor, would materially and adversely
affect the performance by the Borrower or the Parent Guarantor of
their respective obligations under each of this Amendment, the
Credit Agreement as amended by this Amendment and the Parent
Guaranty as amended by this Amendment and (iv) seeking any
determination or ruling that would materially and adversely
affect the validity or enforceability of the Credit Agreement or
the Parent Guaranty as so amended.
ARTICLE V
MISCELLANEOUS
Section 5.1. Undertaking to Deliver Notice. The Parent
Guarantor hereby covenants to the Agent and the Banks that (a) it
will issue the Subscribed Shares to the Subscriber in accordance
with the provisions of the Subscription Agreement and (b) that
upon the failure of the Subscriber to pay the purchase price of
the Subscribed Shares in accordance with the Subscription
Agreement, it will deliver to the Subscriber a notice of such
failure to pay such purchase price. The failure of the Parent
Guarantor to comply with the covenants set forth in this Section
5.1 shall constitute an Event of Default for purposes of the
Credit Agreement if such failure shall remain unremedied for more
than 10 days.
Section 5.2. Governing Law. This Amendment shall be
governed by, and construed in accordance with, the laws of the
State of New York.
Section 5.3. Counterparts. This Amendment may be executed
in any number of counterparts, all of which taken together shall
constitute one and the same instrument.
Section 5.4. Severability. Any provision of this Amendment
that is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating or affecting
the validity or enforceability of such provision in any other
jurisdiction.
Section 5.5. Loan Document. The parties hereto acknowledge
that this Amendment shall be a "Loan Document" as such term is
defined in the Credit Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized officers all as
of the date and year first above written.
ALPHARMA U.S. INC.
By: __________________________
Name: Jeffrey E. Smith
Title: Vice President and
Chief Financial Officer
ALPHARMA INC.
By: __________________________
Name: Jeffrey E. Smith
Title: Vice President and
Chief Financial Officer
UNION BANK OF NORWAY, as Agent
By: ___________________________
Name:
Title:
UNION BANK OF NORWAY, as Bank
By: ____________________________
Name:
Title:
CORESTATES BANK, N.A.
By: _________________________
Name:
Title:
DEN NORSKE BANK ASA
By: __________________________
Name:
Title:
SUMMIT BANK
By: ________________________
Name:
Title:
CONSENT OF GUARANTORS
Each of the undersigned acknowledges the foregoing Amendment and
agrees that its obligations under each Loan Document to which it
is a party shall remain unimpaired and in full force and effect.
ALPHARMA INC.
By _______________________
Name: Jeffrey E. Smith
Title: Vice President and Chief Financial Officer
ALPHARMA USPD INC.
By _______________________
Name: Albert N. Marchio, II
Title: Treasurer
PARMED PHARMACEUTICALS, INC.
By _______________________
Name: Albert N. Marchio, II
Title: Treasurer
NMC LABORATORIES, INC.
By _______________________
Name: Albert N. Marchio, II
Title: Treasurer
WADE JONES COMPANY, INC.
By _______________________
Name: Albert N. Marchio, II
Title: Assistant Treasurer
BARRE PARENT CORPORATION
By _______________________
Name: Albert N. Marchio, II
Title: Treasurer
MIKJAN CORPORATION
By _______________________
Name: Albert N. Marchio, II
Title: Assistant Treasurer
Schedule II
Commitments
The Banks listed below will participate in the Credit Agreement
in the following manner:
Bank Tranche A Tranche B Revolving
Term Term Loan
Commitment Commitment Commitment
Union Bank of Norway 0 0 $100,000,000
Den norske Bank ASA 0 0 $40,000,000
Summit Bank 0 0 $15,000,000
CoreStates Bank, N.A. 0 0 $15,000,000
TOTAL 0 0 $170,000,000
Exhibit A
Schedule 6(g)(vi)
as of ____________, 19__
Calculations relating to Equity-Multiple Indebtedness:
A. Capital Market Transactions effected since
February 26, 1997 and the Net Cash Proceeds
received in respect thereof:
1. [Description]: $_____________
2. [Description]: $
B. Total Net Cash Proceeds of Capital Market $_____________
Transactions
(A.1 plus A.2):
C. Maximum Equity-Multiple Indebtedness that $_____________
may be incurred (B multiplied by 2):
D. Principal amount of Equity-Multiple
Indebtedness outstanding:
1. [Description]: $_____________
2. [Description]: $_____________
E. Total outstanding principal amount of Equity-$______________
Multiple Indebtedness:
F. Total additional Equity-Multiple $_____________
Indebtedness that may be incurred (C minus
E):
Calculations relating to Repaid Indebtedness:
A. Amount of Qualifying Permitted Indebtedness
repaid since January 1, 1997:
1. Equity-Multiple Indebtedness:
a. [Description]: $______________
b. [Description]: $______________
2. Indebtedness under the Dumex- $______________
Eksportfinans Agreement:
3. Permitted Credit Line term debt:
a. [Description]: $______________
b. [Description]: $______________
B. Total Qualifying Permitted Indebtedness $______________
repaid since January 1, 1997 (A.1 plus A.2
plus A.3):
C. Principal amount of Repaid Indebtedness
outstanding:
1. [Description]: $______________
2. [Description]: $______________
D. Total principal amount of Repaid $______________
Indebtedness outstanding (C.1 plus C.2):
E. Total additional Repaid Indebtedness that $______________
may be incurred
(B minus D):