Exhibit 10.25
Forbearance and Amendment Agreement
Forbearance and Amendment Agreement (this "Agreement"), dated as of March
25, 2003, relating to the Credit Agreement dated as of April 30, 1999, among
General Chemical Industrial Products Inc. (the "Company"), General Chemical
Canada Ltd. (the "Canadian Borrower"), JPMorgan Chase Bank, as Administrative
Agent, J.P. Morgan Bank Canada, as Canadian Administrative Agent, the other
agents named therein and the Lenders party thereto ("Lenders") ("Credit
Agreement"). Capitalized terms used herein without definition shall have the
same meanings herein as set forth in the Credit Agreement.
RECITALS
WHEREAS, the Lenders have extended certain credit facilities to the Company
and the Canadian Borrower pursuant to the Credit Agreement;
WHEREAS, as of the date of this Agreement and as described herein,
Forbearance Defaults (as defined below) have occurred and/or may occur under the
Credit Agreement and the Borrowers have requested that the Administrative Agent,
the Canadian Administrative Agent and the Lenders forbear from exercising
certain remedies against the Loan Parties as a result of the Forbearance
Defaults;
WHEREAS, the Lenders have agreed to forbear from exercising formal
remedies, including acceleration of amounts owed under the Credit Agreement, as
a result of the Forbearance Defaults, for the period and on the terms set forth
herein;
WHEREAS, in order to induce the Lenders to execute this Agreement, the Loan
Parties have notified the Lenders that they will not make any payments of any
kind in respect of the Senior Subordinated Notes on or after the date hereof
(other than reasonable fees and expenses of Jefferies & Company, Inc. and
reasonable fees and expenses of Stroock & Stroock & Lavan, LLP for services
rendered to the Ad Hoc Committee of holders of the Senior Subordinated Notes);
NOW, THEREFORE, in consideration of the premises and the agreements and
provisions herein contained, the parties hereto agree as follows:
1. The Lenders hereby agree to forbear from exercising formal remedies against
the Loan Parties under the Loan Documents (i.e., termination of the
Revolving Credit Commitments and the Canadian Revolving Credit Commitments,
acceleration pursuant to Section 8 of the Credit Agreement of amounts owed
under the Credit Agreement, foreclosure on Collateral and setting off
deposits of the Loan Parties against obligations of the Loan Parties under
the Loan Documents), arising solely as a result of the Forbearance
Defaults. The Lenders agree to waive the Forbearance Defaults to the extent
necessary to permit the Borrowers to borrow and request Loans and Letters
of Credit in accordance with Section 6 below unless and until the
forbearance set forth in this Agreement is terminated in accordance with
Section 3 below. As used herein "Forbearance Defaults" means any Default or
Event of Default arising (i) solely as the
General Chemical
Forbearance Agreement
2
result of the failure of the Company to comply with (a) Section 7.1 of the
Credit Agreement as of, and for the periods of four consecutive fiscal
quarters ending on, March 31, 2003 and June 30, 2003, (b) Section 6.1(a) of
the Credit Agreement solely as a result of the failure of the Company to
deliver an unqualified accountants report for its 2002 fiscal year, (c)
Section 6.2(b) of the Credit Agreement solely as a result of the Company's
failure to demonstrate compliance with Section 7.1 of the Credit Agreement
as of, and for the periods of four consecutive fiscal quarters ending on,
March 31, 2003 and June 30, 2003, and (d) Section 6.3 of the Credit
Agreement and paragraph (e) of Section 8.1 of the Credit Agreement solely
as a result of the failure of the Company to make scheduled interest
payments on the Senior Subordinated Notes and (ii) under paragraphs (b) and
(e) of Section 8.1 of the Credit Agreement solely as a result of the
failure of the Company to make scheduled interest payments on the Senior
Subordinated Notes. Notwithstanding the foregoing, the Administrative Agent
and the Lenders reserve the right to deliver a payment blockage notice
under the Senior Subordinated Note Indenture as a result of the Forbearance
Defaults.
2. Each Borrower agree that during the Forbearance Period it will not request
a Eurodollar Loan with an Interest Period longer than two months or issue
an Acceptance with a maturity of longer than 60 days.
3. The forbearance set forth in Section 1 hereof herein shall cease to be
effective without any further act or action by the Lenders or the
Administrative Agent on the earliest of (i) 4:00 p.m. (New York time) on
July 30, 2003, (ii) any time after the date hereof at which Holdings or any
of its Subsidiaries makes any direct or indirect payment on or in respect
of the Senior Subordinated Notes, (iii) the date on which the
Administrative Agent notifies the Company that the Required Lenders, acting
in their sole discretion, have determined to terminate their forbearance
pursuant to this Agreement because (a) one or more creditors of any Loan
Party or its Subsidiaries (other than under the Credit Agreement) are
exercising or attempting to exercise any remedies (including accelerating
payment of the Senior Subordinated Notes) against any Loan Party or a
Subsidiary or any property of any of them, (b) any Loan Party or any of its
Subsidiaries grants or suffers any Liens arising or created after the date
hereof (other than Liens created to secure obligations under the Loan
Documents and Liens created under Section 7.3(a), (b) and (e) of the Credit
Agreement), (c) without limitation of clause (ii) above, any Loan Party or
any of its Subsidiaries makes any payments on account of Indebtedness
(other than Indebtedness under the Credit Agreement) after the date hereof
(other than scheduled payments of principal, interest and commitment fees
as in effect on the date hereof and payments in the ordinary course of
business), (d) the Company has failed to reach substantial agreement with
the Administrative Agent on the material terms of an amended credit
facility among the Company and the Lenders by May 1, 2003, (e) the Company
has failed (i) to finalize (without the objection of the Administrative
Agent) the Joint Plan of Reorganization, the Joint Disclosure Statement and
plan solicitation materials in connection with the conversion ("Senior
Subordinated Notes Conversion") of the Senior Subordinated Notes to common
equity of the Company or of a direct holding company of the Company (as
determined by the Company and the Lenders) and (ii) to commence
solicitation of holders of the Senior Subordinated Notes for the Senior
Subordinated
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Forbearance Agreement
3
Notes Conversion, in each case under this clause (e) by June 30, 2003, or
(f) a material adverse change in the financial condition, operations or
prospects of either Borrower has occurred from the date hereof other than
as a result of this Agreement and the failure to make scheduled interest
payments on the Senior Subordinated Notes (provided that a failure by the
Lenders to act with respect to any of the events described in the preceding
clauses (a)-(f) shall not preclude the Lenders from acting with respect to
any such events at a later time or any subsequent or similar events) and
(iv) the occurrence of any Event of Default under the Credit Agreement
(other than the Forbearance Defaults described in Section 1 above) or this
Agreement. As used herein "Forbearance Period" means the period from the
date hereof to the termination of the forbearance pursuant to this Section
3.
4. On the Forbearance Effective Date (as defined below) the Total Commitments
will be automatically reduced from $85,000,000 to $70,000,000. The
aggregate Revolving Credit Commitments shall be $10,000,000 and the
aggregate Canadian Revolving Credit Commitments shall be $60,000,000. The
Borrowers shall not entitled to reallocate Commitments pursuant to Section
2.4 of the Credit Agreement without the consent of the Required Lenders.
5. The Company agrees to pay to the Administrative Agent, (i) for the account
of each Lender which has returned an executed counterpart of this Agreement
to the Administrative Agent prior to 5:00 p.m. (New York time) on March 25,
2003, a forbearance fee equal to .50% of the Commitment of such Lender
(calculated after giving effect to the reduction in the Total Commitments
pursuant to Section 4 above), such fee to be earned and payable on the
Forbearance Effective Date and (ii) for the account of each Lender which
has returned an executed counterpart of this Agreement to the
Administrative Agent after 5:00 p.m. (New York time) on March 25, 2003 but
prior to 5.00 p.m. (New York time) on March 28, 2003, a forbearance fee
equal to .25% of the Commitment of such Lender (calculated after giving
effect to the reduction in the Total Commitments pursuant to Section 4
above), such fee to be earned and payable on the date the Administrative
Agent receives such Lender's executed counterpart.
6. The Borrowers agree that during the Forbearance Period the aggregate
principal amount of the Loans and the L/C Obligations will not exceed the
lesser of (i) $60,000,000 and (ii) for any day 115% of the projected usage
of the Facilities for such day as set forth in the Credit Agreement
Utilization Schedule (i.e. total projected existing and future usage under
the Credit Agreement) attached as Schedule A hereto. During the Forbearance
Period, the inability of the Borrowers to make the representations and
warranties set forth in (a) Sections 4.2 and 4.7 of the Credit Agreement
solely as a result of the Forbearance Defaults and (b) Section 4.18, shall
not prevent Borrowers from borrowing or requesting Loans and Letters of
Credit in accordance with this Agreement. The Borrowers agree that from and
after the date hereof the aggregate principal amount of the Loans and the
L/C Obligations will not exceed $60,000,000 without the written consent of
each Lender.
7. (a) (i) The Company agrees that it will not permit Consolidated Cash Flow
for any period set forth below to be less than the amount set forth for
such period:
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Forbearance Agreement
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Period Minimum
------ ----------
January 1, 2003 - March 31, 2003 ($142,000)
January 1, 2003 - April 30, 2003 ($65,000)
January 1, 2003 - May 31, 2003 $1,319,000
January 1, 2003 - June 30, 2003 $4,577,000
(ii) The Company agrees that it will not permit Capital Expenditures
for any period set forth below to be greater than the amount set forth for
such period:
Period Maximum
------ ----------
January 1, 2003 - March 31, 2003 $5,377,000
January 1, 2003 - April 30, 2003 $6,406,000
January 1, 2003 - May 31, 2003 $8,009,000
January 1, 2003 - June 30, 2003 $9,211,000
(b) The Company further agrees to deliver to the Administrative Agent
no later than 20 days after the end of each period set forth above (i)
financial statements for such period and for the most recent fiscal month
in such period in the form customarily prepared by the Company and the
Canadian Borrower or otherwise in form reasonably requested by the
Administrative Agent and (ii) a certificate of the Chief Financial Officer
of the Company setting forth in reasonable detail a calculation of
Consolidated Cash Flow and Capital Expenditures for such period.
(c) The Borrowers agree that as soon as possible and in any event on
or prior to May 1, 2003 they shall either (i) cause all cash and cash
equivalents of the Company and its Subsidiaries to be maintained at one or
more Lenders and all cash management services required by the Company and
its Subsidiaries to be provided by one or more Lenders and/or (ii) in the
case of the Company and its domestic Subsidiaries, cause all deposit
accounts of the Company and its domestic Subsidiaries maintained at Mellon
Bank, N.A. to be made subject to one or more control agreements in favor of
the Lenders on terms reasonably satisfactory to the Administrative Agent.
All cash and cash equivalents of the Company and its Subsidiaries shall be
held at the Company or the Canadian Borrower. Notwithstanding the foregoing
(i) cash and cash equivalents in an aggregate amount not exceeding the US
Dollar equivalent of $2,000,000 may be held by Subsidiaries of the Company
organized outside the United States and Canada and (ii) cash, cash
equivalents and deposit accounts of Soda Ash Partners shall be excluded
from the requirements of this paragraph.
(d) The Company agrees that it will provide weekly "flash" reports and
cash flow reports in the form attached hereto as Schedule B no later than
three Business Days following Friday of each week.
(e) The Company agrees that it shall not, and shall cause its
Subsidiaries not to, pay dividends or distributions pursuant to Section
7.8(c) or otherwise make payments
General Chemical
Forbearance Agreement
5
or distributions in respect of the Management Agreement at any time that a
Default or Event of Default (other than the Forbearance Defaults) is
continuing.
(f) The Company agrees that it shall give notice to the Administrative
Agent, the Canadian Administrative Agent and each Lender at least 3
Business Days prior to the date upon which Holdings or any of its
Subsidiaries makes any direct or indirect payment on or in respect of the
Senior Subordinated Notes.
(f) Failure of the Company to comply with this Section 7 shall
constitute an Event of Default.
8. The Borrowers agree that, during the Forbearance Period, (i) the Applicable
Margin for Eurodollar Loans and Stamping Fee shall be 4.00% and (ii) the
Applicable Margin for ABR Loans, Canadian Base Rate Loans and Canadian
Prime Rate Loans will be 2.75%.
9. The Company agrees to notify the Administrative Agent promptly after
becoming aware thereof of (a) the exercise of any remedy by any creditor
(including the PBGC and other Governmental Authority) against Holdings or
any of its Subsidiaries or any property of any of them and (b) any other
circumstance which may provide the Administrative Agent or the Required
Lenders with the right to terminate their forbearance pursuant to this
Agreement. The Company agrees to provide the Administrative Agent at least
three Business Days' prior notice before it makes any payment in respect of
principal of any Indebtedness (other than Indebtedness under the Credit
Agreement). Any such notice shall be delivered by telecopy or electronic
mail to officers of the Administrative Agent identified by the
Administrative Agent and the Company shall confirm the Administrative
Agent's actual receipt thereof.
10. The Borrowers agrees that they will cooperate to provide additional
financial information concerning the Borrowers as reasonably requested by
the Administrative Agent. Nothing in this Agreement shall limit the right
or ability of the Administrative Agent, the Canadian Administrative Agent
and the Lenders to demand that the Loan Parties act promptly to create and
perfect Liens on their property to secure obligations of the Loan Parties
under the Loan Documents.
11. This Agreement shall become effective on the date (the "Forbearance
Effective Date") on which the Administrative Agent notifies the Company
that it has received executed counterparts of this Agreement from each
Borrower and the Required Lenders and an executed acknowledgment of this
Agreement from each other Loan Party.
12. This Agreement may be amended only in writing in accordance with Section
10.1 of the Credit Agreement and shall be governed by the laws of the State
of New York. This Agreement is to be narrowly construed and does not
constitute a waiver of any Event of Default. The provisions of Section 10
(including, without limitation, Section 10.9) of the Credit Agreement are
incorporated herein, mutatis mutandis. This Agreement is a Loan Document.
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Forbearance Agreement
6
13. This Agreement shall be limited precisely as written and shall not be
deemed (a) to be a consent granted pursuant to, or a waiver or modification
of, any other term or condition of the Credit Agreement or any other Loan
Document or a waiver of any Default or Event of Default under the Credit
Agreement, whether or not known to the Administrative Agent, the Canadian
Administrative Agent or the Lenders, except as expressly provided herein or
(b) to prejudice any right or rights which the Administrative Agent, the
Canadian Administrative Agent or the Lenders may now have or have in the
future under or in connection with any Loan Document or any of the
instruments or agreements referred to in any Loan Document. Each of the
Administrative Agent and the Canadian Administrative Agent (on behalf of
itself and the Lenders) hereby expressly reserves all of the Administrative
Agent's, the Canadian Administrative Agent's and the Lenders' (as
applicable) respective rights and remedies under the Credit Agreement and
each of the other Loan Documents, as well as under applicable law. No
failure to exercise, delay in exercising or any singular or partial
exercise, by the Administrative Agent, the Canadian Administrative Agent or
any of the Lenders, of any right, power or remedy hereunder or any of the
other Loan Documents shall operate as a waiver thereof, nor shall any of
the Loan Documents be construed as a standstill or a forbearance by any of
the Agents or the Lenders of their rights and remedies thereunder except as
expressly provided herein. This Agreement shall be deemed to have been
jointly drafted, and no provision of it shall be interpreted or construed
for or against any party hereto because such party purportedly prepared or
requested such provision, any other provision, or this Agreement as a
whole.
14. This Agreement may be executed in any number of counterparts and by the
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which
taken together shall constitute but one and the same instrument. Delivery
of an executed signature page to this Agreement by facsimile shall be as
effective as delivery of a manually executed counterpart of this Amendment.
15. EACH BORROWER HEREBY (A) CONFIRMS AND ACKNOWLEDGES TO THE ADMINISTRATIVE
AGENT, THE CANADIAN ADMINISTRATIVE AGENT AND THE LENDERS THAT IT IS VALIDLY
AND JUSTLY INDEBTED TO THE ADMINISTRATIVE AGENT, THE CANADIAN
ADMINISTRATIVE AGENT AND THE LENDERS FOR THE PAYMENT OF ALL OBLIGATIONS (AS
DEFINED IN THE CREDIT AGREEMENT) WITHOUT OFFSET, DEFENSE, CAUSE OF ACTION
OR COUNTERCLAIM OF ANY KIND OR NATURE WHATSOEVER AND (B) REAFFIRMS AND
ADMITS THE VALIDITY AND ENFORCEABILITY OF THE CREDIT AGREEMENT AND THE LOAN
DOCUMENTS AND THE LIENS ON THE COLLATERAL WHICH WERE GRANTED PURSUANT TO
ANY OF THE LOAN DOCUMENTS OR OTHERWISE. EACH OF THE LOAN PARTIES, ON ITS
OWN BEHALF AND ON BEHALF OF ITS SUCCESSORS AND ASSIGNS, HEREBY WAIVES,
RELEASES AND DISCHARGES THE ADMINISTRATIVE AGENT, THE CANADIAN
ADMINISTRATIVE AGENT AND EACH LENDER AND ALL OF THE AFFILIATES OF THE
ADMINISTRATIVE AGENT, THE CANADIAN ADMINISTRATIVE AGENT AND EACH LENDER,
AND ALL OF THE
General Chemical
Forbearance Agreement
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DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, SUCCESSORS AND ASSIGNS
OF THE ADMINISTRATIVE AGENT, THE CANADIAN ADMINISTRATIVE AGENT, EACH LENDER
AND SUCH AFFILIATES, FROM ANY AND ALL CLAIMS, DEMANDS, ACTIONS OR CAUSES OF
ACTION (KNOWN AND UNKNOWN) ARISING OUT OF OR IN ANY WAY RELATING TO ANY OF
THE LOAN DOCUMENTS AND ANY DOCUMENTS, AGREEMENTS, DEALINGS OR OTHER MATTERS
CONNECTED WITH ANY OF THE LOAN DOCUMENTS, IN EACH CASE TO THE EXTENT
ARISING (X) ON OR PRIOR TO THE DATE HEREOF OR (Y) OUT OF, OR RELATING TO,
ACTIONS, DEALINGS OR MATTERS OCCURRING ON OR PRIOR TO THE DATE HEREOF.
16. EACH LOAN PARTY (OTHER THAN THE BORROWERS) HEREBY (A) CONFIRMS AND AGREES
THAT ITS OBLIGATIONS (INCLUDING GUARANTEE OBLIGATIONS) PURSUANT TO THE LOAN
DOCUMENTS ARE AND SHALL CONTINUE TO BE, IN FULL FORCE AND EFFECT AND ARE
HEREBY CONFIRMED AND RATIFIED IN ALL RESPECTS; (B) CONFIRMS AND
ACKNOWLEDGES THAT IT IS VALIDLY AND JUSTLY INDEBTED TO THE ADMINISTRATIVE
AGENT, THE CANADIAN ADMINISTRATIVE AGENT AND THE LENDERS FOR THE PAYMENT OF
ALL OF THE OBLIGATIONS WHICH IT HAS GUARANTEED, WITHOUT OFFSET, DEFENSE,
CAUSE OR ACTION OR COUNTERCLAIM OF ANY KIND OF NATURE WHATSOEVER; AND (C)
REAFFIRMS AND ADMITS THE VALIDITY AND ENFORCEABILITY OF THE LOAN DOCUMENTS
TO WHICH IT IS A PARTY AND THE LIENS IN THE COLLATERAL WHICH WERE GRANTED
BY IT PURSUANT TO ANY OF THE LOAN DOCUMENTS OR OTHERWISE.
[Remainder of page intentionally left blank.]
General Chemical
Forbearance Agreement
8
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their proper and duly authorized officers as of the
date set forth above.
GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.
By: /s/ DAVID S. GRAZIOSI
-----------------------------------------------
Name: David S. Graziosi
Title: Vice President and Chief Financial Officer
GENERAL CHEMICAL CANADA LTD.
By: /s/ DAVID S. GRAZIOSI
-----------------------------------------------
Name: David S. Graziosi
Title: Vice President
JPMORGAN CHASE BANK, as
Administrative Agent and as a Lender
By: /s/ LAWRENCE PALUMBO, JR.
-----------------------------------------------
Name: Lawrence Palumbo, Jr.
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ J. W. CAMPBELL
-----------------------------------------------
Name: J. W. Campbell
Title: Managing Director
BANK ONE, NA (MAIN OFFICE CHICAGO)
By: /s/ RICHARD R. HOWARD
-----------------------------------------------
Name: Richard R. Howard
Title: Vice President
DEUTSCHE BANK TRUST COMPANY AMERICAS
By: /s/ PATRICK DOWLING
-----------------------------------------------
Name: Patrick Dowling
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ JAMES DESANTIS
-----------------------------------------------
Name: James DeSantis
Title: (Illegible)
DRESDNER BANK AG, New York and Grand Cayman
Branches
By: /s/ THOMAS R. BRADY
-----------------------------------------------
Name: Thomas R. Brady
Title: Director
By: /s/ PHILLIP J. GASS
-----------------------------------------------
Name: Phillip J. Gass
Title: Analyst
DEUTSCHE BANK AG, CANADA BRANCH
By: /s/ KARYN CURRAN
-----------------------------------------------
Name: Karyn Curran
Title: Credit Product Manager
By: /s/ MARIA GORZEN
-----------------------------------------------
Name: Maria Gorzen
Title: Vice President
DRESDNER BANK CANADA
By: /s/ (Illegible)
-----------------------------------------------
Name: (Illegible)
Title: (Illegible)
BANK ONE, CANADA
By: /s/ RICHARD R. HOWARD
-----------------------------------------------
Name: Richard R. Howard
Title: Vice President
JPMORGAN CHASE BANK, TORONTO BRANCH
By: /s/ CHRISTINE CHAN
-----------------------------------------------
Name: Christine Chan
Title: Vice President
J.P. MORGAN BANK CANADA, as Canadian Administrative
Agent
By: /s/ CHRISTINE CHAN
-----------------------------------------------
Name: Christine Chan
Title: Vice President
Each of the undersigned Loan Parties
acknowledges and agrees to the
foregoing Agreement and confirms all
of its payment and performance
obligations under the Loan Documents
and the continuing perfection and
priority of all Liens created by it
under each Loan Document:
GENERAL CHEMICAL (SODA ASH) INC.
GENERAL CHEMICAL INTERNATIONAL INC.
NEW HAMPSHIRE OAK, INC.
By: /s/ DAVID S. GRAZIOSI
---------------------------------
Name: David S. Graziosi
Title: Vice President
Schedule A
Credit Agreement Utilization Schedule
Period Projected Usage Maximum Usage(1)
- ------ --------------- ----------------
March 25, 2003 - June 13, 2003 49,144,083 56,515,695
June 14, 2003 - June 20, 2003 50,781,029 58,398,184
June 21, 2003 - June 27, 2003 52,335,553 60,000,000
June 28, 2003 - July 11, 2003 53,910,150 60,000,000
July 12, 2003 - July 24, 2003 55,525,605 60,000,000
July 25, 2003 - July 30, 2003 54,739,605 60,000,000
(1) Calculated as the lesser of (i) $60,000,000 and (ii) 115% of the projected
usage of the Facilities
Schedule B
Form of Flash and Cash Flow Report
General Chemical Industrial
Products, Inc.
Cash Activity Flash Report
------------
For the Week Ended:
------------
------------------------ --------------------------------------
Current Forbearance
Period Period
------------------------ --------------------------------------
Actual Budgeted
Actual Budgeted Diff Period to Date Period to Date Diff
------ -------- ---- -------------- -------------- ----
Cash Receipts:
--------------
US Operations excluding GCSAP
Canadian Operations
--- --- --- --- --- ---
Total Receipts
Cash Disbursements:
-------------------
US Operations excluding GCSAP
Canadian Operations
--- --- --- --- --- ---
Total Disbursements
--- --- --- --- --- ---
Net Cash Flow -- -- -- -- -- --
Beginning Cash Balance
--- --- --- --- --- ---
Net Cash Flow -- -- -- -- -- --
Actual Borrowings
--- --- --- --- --- ---
Ending Cash Balance -- -- -- -- -- --
=== === === === === ===
Debt Commitment
Beginning Loans & LC's
New Loans
--- --- --- --- --- ---
Ending Loans & LC's -- -- -- -- -- --
--- --- --- --- --- ---
Availablity -- -- -- -- -- --
Explanations of significant
variances: