Page 28 of 47 Pages
Exhibit III
NOK 200,000,000
LOAN FACILITY AGREEMENT
between
AL INDUSTRIER AS
and
DEN NORSKE BANK ASA
DATED June 19, 1997
Page 29 of 47 Pages
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CONTENTS
Page
1. DEFINITIONS 3
2. THE LOAN FACILITY 7
3. PURPOSE 8
4. CONDITIONS PRECEDENT 8
5. INTEREST 9
6. REPAYMENT 10
7. REPRESENTATIONS, UNDERTAKINGS AND SECURITY 10
8. UNAVAILABILITY 12
9. CHANGES IN CIRCUMSTANCES 13
10. FEES AND EXPENSES 14
11. PAYMENTS 14
12. EVENTS OF DEFAULT 16
13. TRANSFER 17
14. NOTICES AND TIME 18
15. GOVERNING LAW AND JURISDICTION 18
EXHIBIT 1
FORM OF DRAWDOWN NOTICE
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This Loan Facility Agreement (the "Agreement") is made on June 19, 1997
between:
(1) AL INDUSTRIER AS of Harbitzalleen 3.0212 Oslo, Norway
(the "Borrower"):and
(2) DEN NORSKE BANK ASA of ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇▇▇▇▇
Foretaksregisteret NO 810 506 482 (the Register of Business Enterprises)
(the "Bank").
1. DEFINITIONS
1.1 As used in this Agreement and in any documents delivered pursuant
hereto, the following expressions shall have the following meanings
respectively:
"Banking Day" means a day upon which banks are open
for transactions contemplated by this
Agreement in (a) Norway, and (b)
additionally, in relation to payments
hereunder, the place for provision of
funds or due payment;
"Commitment" means NOK 200,000,000 (as the same may
be reduced from time to time in
compliance with Clauses 2.3 or 7.2 (e));
"Counter-Indemnity" means the counter indemnity/recourse
letter executed by the Borrower in
favour of the Bank stating inter alia
its liability towards the Bank in
respect of the Irrevocable Payment
Letter;
"Drawdown Date" means a date upon which a Drawing is
advanced to the Borrower;
"Drawing" means an advance to the Borrower in an
amount of not less than NOK 10,000,000
but in
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multiples of NOK 5,000,000 of the
Commitment;
"Event of Default" means any of the events specified in
Clause 12;
"Facility" means the loan facility, the terms and
conditions of which are set out in this
Agreement,
"Interest Payment Date" means the last day of each Interest
Period;
"Interest Period" means a period calculated in accordance
with the provisions of Clause 5.1 or
Clause 11.2;
"Irrevocable Payment Letter" means a letter dated 21 February 1997
from the Bank of Union Bank of Norway
subject to which the Bank undertakes,
upon certain terms and conditions, to
make that certain payment as set out
in the Purchase Agreement;
"NIBOR" (Norwegian Interbank Offered Rate) means
the rate per annum determined by the
Bank as the rate at which the Bank, in
accordance with its usual practice, is
offering comparable lendings in NOK for
the relevant Interest Period in the
Norwegian Interbank Market at or about
12:00 noon Norwegian time on the
Quotation Date;
"Loan" means the aggregate principal amount of
the Commitment for the time being
advanced and outstanding hereunder;
"Margin" means (i) if Value Adjusted Equity is
NOK 1,000,000,000 or more: 0,80 per cent
per annum, and (ii) if Value Adjusted
Equity is between NOK 750,000,000 and
NOK 1,000,000,000: 1 per cent per annum,
and (iii) if Value Adjusted Equity is
less than NOK
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750,000,000: 1.20 per cent per annum,
provided always that the applicable
margin as calculated under either of
(i), (ii) or (iii) above shall be set in
advance for the whole calender quarter
which commences immediately subsequent
to the expiry of the present calender
quarter during which the current figures
of Value Adjusted Equity are presented
to the Bank.
"Maturity Date" means the date occurring 60 months after
the first Drawdown Date;
"month(s)" means a period calculated from any
specified day to and including the day
numerically corresponding to such
specified day (or, if such specified day
is the last day or if there shall be no
day numerically corresponding to such
specified day, the last day) in the
relevant subsequent calendar month;
"NOK" means the lawful currency of Norway;
"Purchase Agreement" means the stock subscription and
purchase agreement dated 10 February
1997 between Alpharma Inc. as issuer and
seller and the Borrower as subscriber
and purchaser of a certain number of
shares at a price equal to the
Subscription Consideration and on terms
as set out therein;
"Quotation Date" means in relation to any Interest Period
for which an interest rate is to be
determined hereunder (a) the day on
which quotations would ordinarily be
given in the Norwegian Interbank Market
for deposits in NOK for delivery on the
first day of that Interest Period,
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or (b) if such earlier day is not a
Banking Day the preceding Banking Day;
"Security Documents" means the documents listed in Clause
7.3;
"Subscription Consideration" means USD 20,807,976.92;
"Taxes" means any taxes, levies, duties,
charges, fees, deductions and
withholdings levied or imposed by any
governmental or other taxing authority
whatsoever;
"Term Date" means the date occurring 59 months
after the first Drawdown Date;
"USD" means the lawful currency of the United
States of America; and
"Value Adjusted Equity" means in respect of the Borrower, the
aggregate value, calculated on the last
day of each calendar quarter and
presented to the Bank no later than 60
days after each such date, of
(i) yearly (on a 12 months rolling
basis) profit from operations less
royalty to shareholders in Nopal AS
multiplied by 10, and
(ii) yearly (on a 12 months rolling
basis) profit from operations in
Dynal AS multiplied by 10, the sum
of which shall, for the purpose of
this definition in no event be
calculated to be less than NOK
400,000,000 and shall be further
multiplied by the Borrower's
ownership interest (expressed in
per cent) in Dynal AS, provided
always that if and when Dynal AS
becomes listed on any stock
exchange. Dynal AS' total
consolidated stock value multiplied
by the
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Borrower's ownership interest (expressed
in per cent) in the same shall comprise
the value applicable under this sub-
clause (ii), and
(iii) the total consolidated stock value of
Alpharma, Inc. as listed on the New York
Stock Exchange multiplied by the
Borrower's ownership interest (expressed
in per cent) in Alpharma Inc.
less the aggregate, on the date of
calculation, net interest bearing liabilities
of the Borrower and of AS Wangs Fabrik.
2. THE LOAN FACILITY
2.1 Upon satisfaction of the conditions set out in Clause 4 the Bank
shall make the Commitment available to the Borrower during the period
from the date hereof up to and including the Term Date. The first
Drawing shall have to be made not later than on 30 June 1997.
2.2 Up to the Term Date the Borrower may utilize the Facility on a
revolving credit basis, such that any amount repaid prior to the Term
Date may be redrawn by the Borrower, subject to the terms and
conditions of this Agreement. Not more than 6 Drawings may be
outstanding hereunder at any given time.
2.3 The Borrower may cancel any undrawn amount of the Commitment in whole
or in part by giving 10 Banking Days irrevocable prior written notice
of such cancellation to the Bank. Amounts cancelled may not be
subsequently drawn.
2.4 The obligation of the Bank under the Irrevocable Payment Letter to
pay the Subscription Consideration on behalf of the Borrower, the
counter liability of which by the Borrower to the Bank is evidenced
by the Counter-Indemnity, shall be considered to be made available to
the Borrower under and as a part of the Commitment in accordance with
Clause 2.1 above. Such payment obligation of the Bank shall therefor
be considered as being advanced and outstanding under this Agreement,
and shall accordingly be included in the term "Loan" as defined
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herein. The amount of such advance as aforesaid shall be calculated on
each date of receipt by the Bank of a drawdown notice in accordance
with Clause 4.1 (b) below, as the NOK equivalent rounded upwards to the
nearest NOK 1,000,000, of the Subscription Consideration.
3. PURPOSE
3.1 The Borrower shall apply the Commitment in refinancing its foreign
currency loans the equivalent of which is originally NOK 70,000,000 and
NOK 10,000,000 and in financing the purchase of 1,273,438 subscribed
shares in Alpharma Inc.
4. CONDITIONS PRECEDENT
4.1 A Drawing may be made on any Banking Day during the period from the
date hereof up to and including the Term Date, provided:
(a) the Bank shall have received not less than 3 Banking Days prior
to the first proposed Drawdown Date the following in form and
content satisfactory to it:-
(i) a counterpart of this Agreement duly signed on behalf of
the Borrower;
(ii) a company certificate evidencing that the Borrower is
duly registered as a limited company and a copy of its
articles of association;
(iii) a copy of the resolution of the board of directors of the
Borrower approving the execution and performance by the
Borrower of this Agreement and the relevant Security
Documents and specifying the persons authorized to sign
this Agreement and such Security Documents on its behalf;
(iv) the Security Documents;
(v) legal opinion(s) from such counsel in such jurisdictions
as the Bank may reasonably have requested addressing
questions or circumstances of relevance to this Facility;
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(vi) a copy of any consent necessary from governmental or
other authorities for the execution of and performance
under this Agreement by the Borrower;
(vii) a company certificate evidencing that AS Wangs Fabrik is
duly registered as a limited company and a copy of its
articles of association;
(viii) a copy of the resolution of the board of directors of AS
Wangs Fabrik approving its execution and performance of
the relevant Security Documents;
(b) the Bank shall have received not later than 12:00 noon Oslo
time on the third Banking Day prior to each proposed Drawdown
Date an irrevocable written drawdown notice substantially in
the form of Exhibit 1 attached hereto;
(c) the Bank shall not have determined prior to 12:00 noon
Norwegian time on the Quotation Date prior to the Drawdown Date
that it is unable to obtain deposits in the Norwegian Interbank
Market in a sum necessary to fund the Drawing; and
4.2 The Bank may, in its discretion, (i) extend the period for delivery
of any of the documents referred to above on such conditions as it
deems appropriate and (ii) require any copy document to be certified
as a true copy.
5. INTEREST
5.1 Each Interest Period shall begin on the Drawdown Date or, as the case
may be, on the Interest Payment Date in respect of the preceding
Interest Period and shall end on such date 1, 3, 6 or 12 months
thereafter as the Borrower may elect, subject to availability, by not
less than 3 Banking Days' written notice to the Bank, provided that:
(a) if any Interest Period would otherwise end on a day which is
not a Banking Day it shall be extended to end on the succeeding
Banking Day
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unless it would thereby end in a new calendar month in which event
it shall be shortened to end on the preceding Banking Day:
(b) subject to paragraph (c) below if no election is made by the
Borrower in respect of any Interest Period the length of such
Interest Period shall be 3 months;
(c) the availability of 1 month Interest Periods shall be limited to
3 for each twelve month period after the first Drawdown Date.
5.2 The Borrower shall pay interest on the Loan or the relevant part
thereof in arrears on each interest Payment Date and additionally in
the case of an Interest Period exceeding 6 months duration at six-
monthly intervals during such Interest Period at the annual rate which
is conclusively certified by the Bank to be the aggregate of the Margin
and NIBOR.
5.3 The Bank shall give notice to the Borrower of each interest rate fixed
on the Quotation Date for the relevant Interest Period, which notice
shall, in the absence of manifest error, be conclusive.
6. REPAYMENT
6.1 Each Drawing advanced and outstanding under the Agreement shall be due
and repayable on its respective Interest Payment Date.
6.2 The Borrower shall repay the Loan outstanding on the Term Date in one
amount on the Maturity Date.
7. REPRESENTATIONS, UNDERTAKINGS AND SECURITY
7.1 The Borrower represents to the Bank that:
(a) It is duly formed and validly existing under the laws of Norway
and has the power and has obtained all necessary consents for the
execution and performance of this Agreement and the Security
Documents to which it is a party:
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(b) this Agreement constitutes and those of the Security Documents
to which it is a party upon execution will constitute valid,
binding and enforceable obligations of the Borrower, and the
execution and performance of this Agreement and such Security
Documents do not and will not contravene any applicable law,
order, regulation or restriction of any kind, including
correctual restrictions, binding on the Borrower; and
(c) it is not default under any other agreement to which it is a
party, nor is it in default in respect to any financial
commitment or obligation.
7.2 The Borrower undertakes to the Bank that so long as any amount is
outstanding hereunder:
(a) It will promptly inform the Bank of any occurrence of which it
becomes aware which in its reasonable opinion, might adversely
affect its ability to perform its obligations hereunder or
under any Security Document or constitute an Event of Default;
(b) It will deliver to the Bank copies of (i) the annual audited
accounts of itself, Nopal AS, Dynal AS and Alpharma Inc. not
later than 180 days after the end of each respective financial
year (ii) the unaudited quarterly reports of the same including
balance sheets and profit and loss statements within 60 days
after the end of each calendar quarter and (iii) such other
financial information as the Bank may reasonably request;
(c) It will not make any further borrowings or enter into any
guarantee liabilities exceeding in aggregate NOK 5,000,000
without the prior written consent of the Bank;
(d) It will not create, incur or allow to exist over any of its
assets any further mortgage, charge, pledge or lien other than
those mentioned in Clause 7.3 or, as the case may be, use any
existing security as aforesaid (which may be released following
repayment in part or in full of the liabilities so secured) to
secure any other (new) financial obligation, without the prior
written consent of the Bank;
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(e) it will, in case of a sale of the whole or any part of its shares
in Dynal AS, Nopal AS or Alpharma Inc., apply all proceeds of
such sale in repayment of the Loan, and the Commitment shall be
reduced accordingly.
7.3 The Loan, and all amounts outstanding hereunder, shall be secured by
the following in form and content satisfactory to the Bank:
(a) a pledge of all the Borrower's shares in Nopal AS as generally
deposited with the Bank in accordance with
"pantsettelseserklaering" dated 12 October 1994; and
(b) a pledge over a total of 2,000,000 shares of class B stock in
Alpharma Inc. executed by AS Wangs Fabrik.
8. UNAVAILABILITY
8.1 In the event that on any Quotation Date the Bank is unable to obtain
deposits in the Norwegian Interbank Market to fund a Drawing or the
Loan, it shall forthwith notify the Borrower and until such notice is
withdrawn the obligations of the Bank to advance any Drawing shall be
suspended. The Bank shall endeavour to fund the Loan from such other
sources as may be available to it and in such event the rate of
interest payable on such amount shall be the aggregate of the Margin
and such rate as the Bank may from time to time certify as being the
cost to it of funds in NOK.
8.2 In the event that the Bank is unable to fund such amount from
alternative sources, it shall forthwith notify the Borrower and the
Borrower shall repay such amount on the earlier of the next following
Interest Payment Date and the date falling 5 Banking Days after
receipt of such notice. In the event that the Bank is able to fund
such amount from alternative sources, but the Borrower considers the
interest rate so determined to be too high, it may prepay such amount
on giving the Bank not less than 5 Banking Days' Irrevocable written
notice.
If at any time when the Bank is funding the Loan from alternative
sources, it determines that deposits are available to it in the
Norwegian Interbank Market, it shall forthwith notify the Borrower and
the rate of interest payable on such amount for the period from the
expiry of the then current period for funding from alternative sources
to the expiry of the then current Interest Period determined
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under Clause 5.1 shall be the aggregate of the Margin and such rate as
the Bank may certify as the rate at which it is able to obtain deposits
for such period as aforesaid.
9. CHANGES IN CIRCUMSTANCES
9.1 If by reason of: (i) changes in any existing law, rule or regulation,
or (ii) the adoption of any new law, rule or regulation, or (iii) any
change in the interpretation or administration of (i) or (ii) above by
any governmental authority, or (iv) compliance with any directive or
request from any governmental authority (whether or not having the
force of law):
(a) the Bank incurs a cost as a result of it having entered into this
Agreement and/or performing its obligations hereunder; or
(b) there is an increase in the cost to the Bank of maintaining or
funding the Commitment, the Loan or any advances hereunder; or
(c) the Bank becomes liable for any new taxes (other than on net
income) calculated by reference to the Commitment or the Loan; or
(d) the Bank becomes subject to any new or modified capital adequacy
or similar requirements which will have the effect of increasing
the amount of capital required or expected to be maintained by the
Bank based on the Bank's obligations hereunder; or
(e) the Bank's effective return hereunder is reduced in any other
manner;
then any such cost; liability or reduction of return as referred to in
the preceding paragraphs (a)-(e) shall be payable by the Borrower upon
request by the Bank either in the form of an increased margin or the
form of an indemnification. The Bank may not claim such compensation
with retroactive effect. The Bank shall give the Borrower notice within
a reasonable time of its intention to claim compensation under this
Clause 9.1 and it shall specify the form and amount of such
compensation. The Bank's determination of the amount of compensation to
be made under this Clause 9.1 shall, absent manifest error, be
conclusive. The Borrower shall be entitled to prepay the Loan in
accordance with Clause 7 at any
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time following receipt of notice from the Bank as aforesaid on
giving not less than 5 Banking Days' irrevocable written notice.
In such event the Borrower shall nevertheless compensate the Bank
for such requested indemnification for the period up to and
including the date of prepayment.
9.2 In the event that it shall be unlawful for the Bank to make
available the Commitment or maintain or fund the Loan hereunder
then the Bank's obligations shall terminate and all amounts owing
by the Borrower to the Bank shall become due and payable on
demand.
10. FEES AND EXPENSES
10.1 The Borrower shall pay to the Bank:
(a) on the date hereof, an arrangement fee of 0.35 per cent flat
of the Commitment;
(b) a commitment fee in USD in respect of the undrawn part of the
Commitment for the period from the date hereof up to and
including the earlier of the date on which the Commitment is
fully utilized and the Term Date, equal to 50 per cent of the
applicable Margin at such time calculated on the daily
average undrawn amount of the Commitment, such fee to be
payable quarterly in arrears commencing on the date hereof
and finally on the last day of such period as aforesaid; and
(c) upon demand, all expenses (including internal and external
legal and collateral fees) incurred by the Bank in connection
with the preparation, execution or termination of this
Agreement and any other documents delivered pursuant to this
Agreement or the preservation or enforcement of any rights
hereunder and/or thereunder.
10.2 The obligations of the Borrower in Clause 10.1 (c) above shall
survive the final Repayment Date.
11. PAYMENTS
11.1 In the event that the date on which a payment is due to be made
hereunder is not a Banking Day, such date of payment shall be the
following Banking Day unless it
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would thereby fall in a new calendar month in which event it shall be
the preceding Banking Day.
11.2 In the event that any payment to be made hereunder by the Borrower to
the Bank is not received on the due date therefor, interest will be
charged by the Bank from the due date until the date that payment is
received at a rate which is equal to the aggregate of (i) the Margin
(ii) a default funding charge of 3% per annum and (iii) the rate at
which deposits from one Banking Day to the next in an amount
approximately equal to the defaulted amount due to the Bank is offered
to the Bank in the Norwegian Interbank Market at 12:00 noon Norwegian
time on the due date for payment and on each succeeding Banking Day
until payment in full of the amount due is received by the Bank,
provided that if the Bank determines that such default may be
reasonably expected to continue unremedied for a period exceeding one
week then it may require by notice to the Borrower that the funding
cost shall be determined by reference to the rate at which deposits
are offered as aforesaid for periods of such length (not exceeding
three months) as it may designate. Interest charged under this Clause
11.2 shall be payable on demand and unless so paid shall be added to
the defaulted amount at the end of each month following the due date
for payment of such amount.
11.3 All payments to be made by the Borrower hereunder shall be made
without set-off or counterclaim.
11.4 All payments to be made by the Borrower hereunder shall be made free
and clear of and without deduction for or on account of any present
or future Taxes of any nature now or hereafter imposed unless the
Borrower is compelled by law to make payment subject to any such
Taxes. In that event the Borrower shall (i) pay to the Bank such
additional amount as may be necessary to ensure that the Bank receives
a net amount equal to that which it would have received had such
payment not been made subject to any Taxes, and (ii) deliver to the
Bank within 10 Banking Days of any request by it an official receipt
in respect of the payment of any Taxes so deducted.
11.5 If any amount of principal is, for any reason whatsoever, repaid on a
day other than the last day of the then current Interest Period
relating to such amount, the Borrower shall pay to the Bank on request
such amount as may be necessary to compensate the Bank for any loss or
premium or penalty incurred by it in respect
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of the liquidation or re-employment of funds borrowed for the
purpose of maintaining the amount repaid.
11.5 Interest, commitment fee and any other payments hereunder of an
annual nature shall accrue from day to day and be calculated on
the actual number of days elapsed and on the basis of a 360 day
year.
12. EVENTS OF DEFAULT
12.1 The obligations of the Bank hereunder shall terminate forthwith
and any amount outstanding shall become immediately due and
payable together with interest thereon and the Bank may enforce
its rights under this Agreement and the Security Documents in the
manner and order it deems appropriate, if any of the following
events occurs and the Bank gives notice to the Borrower:
(a) if the Borrower fails to pay any sum due hereunder on the due
date end, to the extent such failure is caused by any
technical or administrative error, within 3 Banking Days of
the due date; or
(b) if the Borrower defaults in the due performance or observance
of any term or covenant contained herein or in any Security
Document and such default continues unremedied for a period
of 10 Banking Days after the Bank has given to the Borrower
notice of such default; or
(c) if any material representation made by the Borrower in this
Agreement or in any notice, certificate or statement
delivered or made pursuant hereto proves to have been
inaccurate or misleading when made; or
(d) if any indebtedness in respect of borrowed money or guarantee
liabilities of the Borrower is not paid when due or becomes
due prior to the specified payment date by reason of default;
or
(e) if a distress or other execution is levied upon or against
any substantial part of the assets of the Borrower and is not
discharged within 30 days; or
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17
(f) If Borrower is unable or admits in writing its inability to pay
its lawful debts as they mature or makes a general assignment
for the benefit of its creditors; or
(g) if any proceedings are commenced in or any order or judgment
is given by any court for the liquidation, winding-up or
reorganisation of the Borrower or for the appointment of a
receiver, trustee or liquidator of the Borrower or all or any
part of its assets (save for the purpose of amalgamation or
reorganisation not involving insolvency, the terms of which
shall have received the prior written approval of the Bank); or
(h) if the Borrower ceases or threatens to cease to carry on its
business or disposes or threatens to dispose of a substantial
part of its assets or the same are seized or appropriated for
any reason; or
(i) if any Security Document ceases to be in full force and
effect; or
(j) if any consent required for the performance by the Borrower of
its obligations hereunder is revoked or is otherwise modified
in a manner unacceptable to the Bank; or
(k) if there is any material, in the Bank's opinion, change of
ownership in the Borrower or in AS Wangs Fabrik without the
prior written approval of the Bank; or
(l) if Value Adjusted Equity is or becomes less than NOK
500,000,000; or
(m) if a situation arises which, in the opinion of the Bank, will
prevent fulfilment by the Borrrower of its obligations
hereunder.
12.2 Clause 12.1 (d) - (i) shall also apply with respect to AS Wangs Fabrik.
13. TRANSFER
13.1 The Bank may upon prior written consent from the Borrower transfer all
or part of its participation in the Facility to any other bank or
financial institution. In such event references herein to the Bank
shall be construed as references to its transferee or transferees to
the extent necessary.
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14. NOTICES AND TIME
14.1 Every notice under this Agreement shall be in writing and may be
given or made by letter or telefax. Communications hereunder shall
be addressed as follows:
(a) if to the Bank, at ▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇,
telefax no. 22 48 10 46
Attention: Credit Administration
(b) if to the Borrower, at ▇.▇. ▇▇▇ ▇▇▇
Sk(o with slash)yen, 0212 Oslo
telefax no. 22 62 91 50,
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇;
or such other address as one party may notify the other in writing.
14.2 Communications sent by letter or telefax shall be effective upon
receipt. Any communication by telefax from the Borrower to the Bank
shall be confirm by letter if so requested by the Bank.
14.3 No failure or delay on the part of the Bank to exercise any power
or rights under this Agreement or the Security Documents shall
operate as a waiver thereof or of any other power or right. The
remedies provided herein are cumulative and are not exclusive of
any remedies provided by law.
15. GOVERNING LAW AND JURISDICTION
15.1 This Agreement shall be governed by and construed in accordance
with Norwegian law.
15.2 The Borrower hereby irrevocably submits to the non-exclusive
jurisdiction of the Norwegian courts, the venue to be elected by
the Bank.
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The Borrower
------------
AL INDUSTRIER AS
By /s/ ▇▇▇▇▇ Jotun; /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------------------------
Name in block letters ▇▇▇▇▇ Jotun; /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
Title Administrative Director; V.P. of Finance
-------------------------------------------------
The Bank
--------
p.p. DEN NORSKE BANK ASA
By /s/ Pal Skoe
----------------------------------------------------
Name in block letters Pal Skoe
---------------------------------
Title Sr. Vice President
-------------------------------------------------
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EXHIBIT 1
FORM OF
D R A W D O W N N O T I C E
From: AL INDUSTRIER AS
To: Den norske Bank ASA
Attention: Credit Administration
Date:
----------------------------
Dear Sirs,
We refer to a Loan Facility Agreement dated 19 (the
-------------- --
"Agreement") made between ourselves as Borrower and Den norske Bank ASA. Terms
defined in the Agreement shall have the same meaning in this notice.
We hereby give you irrevocable notice that pursuant to the Agreement and on
19 , we wish to draw down the amount of NOK
----------------- -- ---------------
upon the terms and subject to the conditions contained therein.
The Interest Period for the Drawing shall, subject to the provisions of the
Agreement, be of months duration.
---------
The Drawing, net of applicable fees and expenses described in Clause 10, shall
be transferred to the amount of with ,
---------------- --------------------
account no. .
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As of today no event has occurred which with or without notice and/or lapse of
time would constitute an Event of Default under the Agreement.
In the event that drawdown does not take place on the aforementioned date, by
reasons beyond the control of the Bank, we hereby undertake to reimburse you for
any and all costs incurred, including but not limited to interest.
Yours faithfully,
AL INDUSTRIER AS
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