EXHIBIT 10.7
CROSS ACCELERATION AGREEMENT
50 Kennedy Plaza
Providence, Rhode Island 02903-2305
December 28, 1995
This Cross Acceleration Agreement (the "Agreement") is by and
between PHARMACEUTICAL RESOURCES, INC., a New Jersey corporation,
having its chief executive offices at One Ram Ridge Road, Spring
Valley, New York 10977 (the "Customer"), and Fleet Credit
Corporation ("FCC"). Customer and FCC have entered into that
certain $2,500,000 Promissory Note dated as of December 28, 1995
(the "Promissory Note"). Customer is or may become indebted under
or in respect of one or more leases, loans, notes, credit
agreements, reimbursement agreements, security agreements, title
retention or conditional sales agreements, or other documents,
instruments or agreements, whether now existing or hereafter
arising, evidencing Customer's obligations for the payment of
borrowed money or other financial accommodations ("Obligations")
owing to FCC or to one or more affiliated persons, firms or
entities controlling, controlled by or under common control with
FCC ("FCC Affiliates"). Customer and FCC hereby agree as follows:
1. CROSS-ACCELERATION. If Customer pays or prepays all or
substantially all of its Obligations owing to any FCC Affiliate and
Fleet Bank, N.A.'s obligation to lend under the $16,000,000
revolving loan facility extended on this date to the Customer is
terminated, whether or not such payment or prepayment is
voluntarily or involuntarily made by Customer before or after any
default or acceleration of such Obligations, then Customer shall
pay, at FCC's option and immediately upon demand by FCC, all of
Customer's Obligations owing to FCC, including but not limited to
all Obligations owing under or in respect of the Promissory Note.
2. LEGAL ACTIONS; GOVERNING LAW. Any action by Customer against
FCC for any cause of action under this Agreement shall be brought
within one year after such cause of action first arises. FCC shall
be liable to Customer only for its gross negligence or wilful
misconduct in failing to comply with any provision of this
Agreement; in no event shall FCC have any liability to Customer for
incidental, consequential, punitive or exemplary damages. THIS
AGREEMENT AND THE LEGAL RELATIONS OF THE PARTIES HERETO SHALL IN
ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF CONNECTICUT, WITHOUT REGARD TO PRINCIPLES
REGARDING THE CHOICE OF LAW. THE PARTIES HERETO HEREBY CONSENT AND
SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF
CONNECTICUT AND THE FEDERAL DISTRICT COURT FOR THE DISTRICT OF
CONNECTICUT FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER
PROCEEDING ARISING OUT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER,
AND EXPRESSLY WAIVE ANY OBJECTION THAT THEY MAY HAVE TO THE VENUE
OF SUCH COURTS. THE PARTIES HERETO HEREBY EXPRESSLY WAIVE ANY
RIGHT TO TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO
THIS AGREEMENT.
3. GENERAL PROVISIONS. Time is of the essence in the payment and
performance of all of Customer's obligations, liabilities and
duties hereunder. This Agreement represents the final agreement
between the parties concerning the subject matter hereof, and may
not be contradicted by evidence of prior, contemporaneous or
subsequent oral agreement between the parties. Customer
acknowledges and certifies that no such oral agreements exist.
This Agreement may not be amended, nor may any rights under this
Agreement be waived, except by an instrument in writing signed by
the party against whom such amendment or waiver is asserted. The
failure of FCC at any time or times hereafter to require strict
performance by Customer of any of the provisions, terms and
conditions contained in this Agreement shall not waive, affect or
diminish any right of FCC at any time or times hereafter to demand
strict performance thereof. No rights of FCC hereunder shall be
deemed to have been waived by any act or knowledge of FCC, its
agents, officers or employees, unless such waiver is contained in
an instrument in writing signed by an officer of FCC and directed
to Customer specifying such waiver. No waiver by FCC of any of its
rights on one occasion shall operate as a waiver of any other of
its rights or any of its rights on a future occasion. This
Agreement will not be binding on FCC until accepted and executed by
FCC, notice of which is hereby waived by Customer. Any demand or
notice required or permitted to be given hereunder shall be deemed
effective within five (5) days when in the United States mail, and
sent by certified mail, return receipt requested, postage prepaid,
or within one (1) day when sent via overnight courier addressed to
FCC or to Customer at the addresses set forth herein, or to such
other address as may be hereafter provided by the party to be
notified by written notice complying with the provision hereof.
Wherever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under
applicable law. Should any portion of this Agreement be declared
invalid for any reason in any jurisdiction, such declaration shall
have no effect upon the remaining portions of this Agreement;
furthermore, the entirety of this Agreement shall continue in full
force and effect in all other jurisdictions and said remaining
portions of this Agreement shall continue in full force and effect
in the subject jurisdiction as if this Agreement has been executed
with the invalid portions thereof deleted. This Agreement may be
executed in any number of counterparts, each of which shall be
deemed to be an original, but all of which together shall
constitute but one and the same instrument. The section headings
herein are included for convenience only and shall not be deemed to
be a part of this Agreement. Each reference herein to "FCC" shall
be deemed to include its successors and assigns, and each reference
to "Customer" and any pronouns referring thereto as used herein
shall be construed in the masculine, feminine, neuter, singular or
plural, as the context may require, and shall be deemed to include
the legal representatives, successors and assigns of Customer, all
of whom shall be bound by the provisions hereof.
The provisions of this Agreement and the rights of FCC
hereunder shall be deemed to be in addition to the provisions and
rights of FCC set forth in the Promissory Note. All of the terms
and provisions of the Promissory Note shall remain in full force
and effect without modification or amendment and are hereby
ratified and affirmed.
Dated as of: December 28, 1995.
FLEET CREDIT CORPORATION PHARMACEUTICAL RESOURCES, INC.
By:_____________________ By: /s/Robert I. Edinger
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Name:___________________ Name: Robert I. Edinger
Title:__________________ Title: Executive Vice President