Exhibit 10.5(5)
The Chase Manhattan Bank
The Bank of New York
Israel Discount Bank of New York
March 25, 1997
Halsey Drug Co., Inc.
1827 Pacific Street
Brooklyn, New York 11233
Attn: Mr. Rosendo Ferran, President
Dear Mr. Ferran:
Reference is made to the Credit Agreement, dated as of December 22,
1992 (as amended from time to time prior to the date hereof, the "Credit
Agreement") among Halsey Drug Co., Inc. ("Halsey" or the "Borrower"), The Chase
Manhattan Bank, as successor in interest to The Chase Manhattan Bank (National
Association) ("Chase"), The Bank of New York ("BNY"), Israel Discount Bank of
New York ("IDB" and, together with Chase and BNY, the "Banks") and The Chase
Manhattan Bank, as successor in interest to The Chase Manhattan Bank (National
Association), as agent for the Banks (in such capacity, the "Agent"). Unless
otherwise defined herein, capitalized terms used herein shall have the meanings
ascribed to them in the Credit Agreement.
Pursuant to the terms of this letter agreement, the Credit Agreement
is supplemented and amended as follows:
(a) The final date upon which the Expiration Date (as defined in the
Credit Agreement) shall occur is extended from December 31, 1996 to
June 30, 1997 and, accordingly, the definition of "Expiration Date"
shall be amended by replacing the date "December 31, 1996" with the
date "June 30, 1997."
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(b) Subject to paragraph (c), upon the timely satisfaction of the
following conditions set forth in clauses (i), (ii) and (iii) below,
the Banks agree to waive any Event of Default (as defined in the
Credit Agreement) based upon the failure to make payments of
interest.
(i) on or prior to April 7, 1997, the Borrower shall
have made all interest payments due and owing as of the
first business day of March, 1997 under the terms of the
Credit Agreement (determined without giving effect to
the waiver contained in this paragraph (b));
(ii) on or prior to the first business day of May, 1997,
the Borrower shall have made all interest payments due
and owing as of the first business day of April, 1997
under the terms of the Credit Agreement (determined
without giving effect to the waiver contained in this
paragraph (b)); and
(iii) on or prior to the first business day of June,
1997, the Borrower shall have made all interest payments
due and owing as of the first business day of May, 1997
under the terms of the Credit Agreement (determined
without giving effect to the waiver contained in this
paragraph (b)).
(c) The waiver contained in paragraph (b) above shall take effect
upon the effectiveness of this letter agreement, but shall
immediately cease to be in effect on April 7, 1997 if all interest
payments due and owing as of the first business day of March, 1997
(determined without giving effect to the waiver contained in
paragraph (b)) have not been paid at such time. Furthermore, the
waiver contained in paragraph (b) above shall immediately cease to
be in effect if at any time the Borrower fails to satisfy the
conditions set forth in clauses (ii) or (iii) of paragraph (b) on or
before the dates specified therein. In addition, For the avoidance
of doubt, the parties hereto expressly agree that the failure of the
Borrower to make any payment mentioned in any of clauses (i), (ii)
or (iii) on or before the date specified in such clause shall
constitute an Event of Default under the Credit Agreement.
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Except as expressly amended above, the terms and conditions of the
Credit Agreement and the other Loan Documents shall remain in full force and in
effect and are hereby ratified and confirmed. Except as expressly provided in
this letter agreement, nothing contained herein shall constitute a waiver,
release or modification of any of the Agent's or the Banks' rights and remedies
under, or any of the terms and conditions of, the Loan Documents. The Agent and
the Banks expressly reserve all of their rights and remedies under the Loan
Documents and under applicable law.
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This letter agreement shall become effective upon the execution and
delivery to the Agent and the Banks of a counterpart of this letter agreement
signed by the Borrower and each of the Banks.
Very truly yours,
THE BANK OF NEW YORK
By:
Name:
Title:
ISRAEL DISCOUNT BANK OF
NEW YORK
By:
Name:
Title:
By:
Name:
Title:
THE CHASE MANHATTAN BANK
as Bank and as Agent
By:
Name:
Title:
ACCEPTED AND AGREED:
HALSEY DRUG CO., INC.
By:
Name:
Title:
cc: Peter Kakoyiannis, Esq.