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EXHIBIT 10.1
FOURTH FORBEARANCE AGREEMENT
The effective date of this Agreement is November 1, 1998. The
Parties to this Agreement are U.S. Bank National Association ("Bank"),
Geographics, Inc. ("Borrower"), and Geographics Marketing Canada and
Xxxxxx Distributing, Inc. (jointly and severally "Guarantors").
THIS AGREEMENT IS MADE WITH RESPECT TO THE FOLLOWING RECITALS. THE
TRUTH, ACCURACY AND COMPLETENESS OF EACH OF THE RECITED FACTS IS
EXPRESSLY ACKNOWLEDGED BY THE PARTIES, AND THIS ACKNOWLEDGEMENT IS
INTENDED TO BE CONTRACTUALLY BINDING UPON THE PARTIES.
A. Geographics is currently indebted to Bank under a promissory note dated
August 30, 1996, and a related business loan agreement pursuant to which
the Bank provided Geographics a Revolving Line of Credit in the maximum
amount of $12,000,000 (the "Revolving Loan"). In addition to the Revolving
Loan, Geographics is indebted to Bank for various real estate and equipment
loans (the "Term Loans"). The amounts owed on the Revolving Loan and the
Term Loans as of November 16, 1998 (calculated without accounting for the
interest rate adjustment and Banker's Acceptance fees provided below, and
not including attorney's fees and costs) are set forth on attached Exhibit
A to this Agreement. The Bank has continued to make advances under the
Revolving Loan, and to accept payments on the Term Loans, including a
matured real estate loan (No. 9289934), pending execution of this Fourth
Forbearance Agreement. Further, interest, fees and other charges continue
to accrue on the Revolving Loan and the Term Loans. Geographics' entire
indebtedness to the Bank shall be referred to herein as the "Indebtedness."
B. The Indebtedness is secured by security interests in substantially all of
Geographics' assets, including but not limited to accounts, inventory,
equipment, and general intangibles.
C. Guarantors have guaranteed all of Geographics' Indebtedness to the Bank,
which guarantees remain outstanding.
D. The Revolving Loan and the Term Loans are in default, and the Bank has
declared all of the Indebtedness, including principal and accrued but
unpaid interest, to be immediately due and payable. Geographics and the
Guarantors hereby acknowledge that the Loans are in default, that the
Indebtedness is currently due and owing, and that there are no defenses or
offsets that exist to the repayment of said Indebtedness.
E. Bank and Geographics entered into prior Forbearance Agreements, under which
the Bank agreed to forbear from the exercise of its rights and remedies as
a result of the defaults described above. The most recent such agreement
("Third Forbearance Agreement") expired on November 1, 1998.
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F. Borrower and Guarantors have requested that the Bank further forbear for a
period of time from the exercise of its rights and remedies as a result of
the events of default described above. Bank is willing to forbear for a
limited time only, as set forth in greater detail hereinbelow.
G. Geographics currently operates a "Specialty Paper Business," which is
engaged in the development, manufacture, marketing and distribution of
designer stationery, business cards, brochures, letterhead, memo pads and
paper cubes. Prior to May 1998, Geographics was also engaged in the
business of developing, manufacturing, marketing, supporting and
distributing various rub-on and stick-on lettering, stencils, graphic arts
products, non-electric and electric signs and other signage products (the
"Core Business"). For over a year, Geographics had been attempting to sell
the Core Business. After considering all offers, Geographics agreed in
December 1997 to sell the assets associated with the Core Business to
Identity Group, Inc. ("Identity"). The parties reached agreement on price
and terms. However, Geographics determined it would be unable to satisfy
all of the conditions in the offer by the closing deadline.
H. At the time the parties entered into the Second Forbearance Agreement, it
was expected that Geographics would close the sale to Identity prior to
expiration of the second forbearance period on April 15, 1998. At that time
Geographics had been in default for almost a year. To avoid losing the sale
to Identity, the Bank had demanded, and obtained Geographics' cooperation
in allowing the Bank to foreclose on the Core Business assets through
private sale to Identity pursuant to RCW 62A.9-504. That sale was
consummated by the parties on or around May 4, 1998. At that time Identity
paid to the Bank the sum of $6,620,000, which amount was used, after
payment of certain costs incurred in connection with the sale of the Core
Business assets, to pay down the Indebtedness and to reduce permanently the
maximum amount of the Revolving Loan to $6,000,000. In addition, on or
around October 23, 1998, the Bank received $449,187.47 from an escrow
established in connection with the sale of the Core Business to Identity.
I. Geographics desires to continue, and is continuing, the Specialty Paper
Business, and further desires the Bank to continue provide financing for a
period of up to six months on the terms set forth below. Geographics
believes this will give it a chance to refinance its obligations to the
Bank, to convince the Bank to extend further financing accommodations, or
to otherwise satisfy its obligations to the Bank.
NOW THEREFORE IT IS HEREBY AGREED:
1. Acknowledgment of Default. On and as of the date hereof: (i)
material events of default existed and continue to exist under the Revolving
Loan and the Term Loans, including, without limitation, those events of default
identified in the Recitals to this Forbearance Agreement; (ii) timely, adequate
and proper notice of the occurrence of such Existing Defaults ("collectively,
"the Existing Defaults") has been received by the Borrower and Guarantors from
the Bank (and Borrower and Guarantor waive any requirement that any such notice
be in writing); (iii) all grace periods, if any, applicable to the cure of
defaults after receipt of such notices have expired; (iv) each of the Existing
Defaults was and is continuing without timely
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cure by Borrower; and (v) Bank had not and has not waived, in any respect, any
or all the Existing Defaults or its respective rights and remedies with respect
thereto.
2. Acknowledgment of Bank's Right to Accelerate. On and as of the
date hereof, the Bank has accelerated and declared the Indebtedness evidenced by
the Revolving Loan and Term Loans to be immediately due and payable and has made
demand upon Borrower and Guarantor for the full payment of all such
Indebtedness. Such acceleration and demand for payment, is in all respects
adequate and proper. Borrower and Guarantor waive any and all further notice,
presentment, and notice of dishonor or demand with respect to such Indebtedness.
3. Acknowledgment of Indebtedness. On and as of the date hereof,
Borrower is indebted to the Bank in the amounts set forth in the Recitals to
this Forbearance Agreement. All such amounts remain outstanding and unpaid. All
such amounts are due and payable in full, without offset, deduction or
counterclaim of any kind or character whatsoever, but are subject to increase or
other adjustment as a result of any and all interest, fees, and other charges,
including without limitation, attorneys fees and costs of collection, which are
payable to the Bank under the Revolving Loan and Term Loan documents.
4. Forbearance. On the terms and conditions as set forth in this
Forbearance Agreement, Bank shall forbear from taking any action to enforce its
rights under the Revolving Loan and Term Loans, arising from the Existing
Defaults, through March 31, 1999 ("Forbearance Period").
5. Conditions of Forbearance. The Forbearance Period shall terminate
upon the earliest occurring of any of the following:
(a) The end of the Forbearance Period;
(b) Any default by the Borrower or the Guarantors under this
Forbearance Agreement; or
(c) Any default by the Borrower or the Guarantors under the
Term Loans or the Revolving Loan (as modified hereby) after the date of
this Agreement.
6. Forbearance on Default Interest. Bank further will waive
collection and forgive payment of any default interest now accrued and/or owing
under the Revolving Loan if there is no default under this Agreement.
7. Extension of Revolving Loan. During the Forbearance Period, the
Revolving Loan shall continue under its current terms and conditions with the
following modifications:
(a) All Indebtedness thereunder shall be due and payable
without demand on the earlier of the end of the Forbearance Period or
March 31, 1999.
(b) Provided that Borrower is in compliance with the terms and
conditions of this Agreement (including, without limitation, the
aggregate borrowing limitations set forth in this Paragraph 7), Bank
shall, at Borrower's instructions, issue Bankers Acceptances in
accordance with Bank's standard procedures and policies. Borrower shall
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pay to Bank a monthly fee, equal to (i) two percent (2%) per annum of
the amounts of all Bankers Acceptances that are outstanding during the
prior month for the months from November, 1998 through January, 1999,
and (ii) three percent (3%) per annum of the amounts of all Bankers
Acceptances that are outstanding during the prior month for months
after February 1, 1999.
(c) The maximum amount of the Revolving Loan, including any
and all outstanding Bankers Acceptances, shall not exceed $5,500,000.
At all times during the Forbearance Period, the maximum amount of the
Revolving Loan, including any and all outstanding Bankers Acceptances,
advanced against eligible inventory shall not exceed $2,750,000.
(d) The interest rate to be applied to the unpaid principal
balance under the Revolving Loan shall be 1.500 percentage points over
the rate of interest which Bank from time to time establishes as its
prime rate.
(e) The following person(s) are authorized to request advances
under the Revolving Loan until Bank receives from Geographics written
notice of revocation of his authority: Xxxxxxx Gockelman, President and
C.E.O., only.
(f) Promptly upon execution of this Agreement by the parties,
Geographics shall pay to Bank a renewal fee of Thirteen Thousand Seven
Hundred Fifty and 00/100 Dollars ($13,750), plus an amount equal to all
legal fees and expenses incurred by Bank in connection with the
preparation and negotiation of this Agreement. In the event Geographics
fails to pay to Bank all unpaid principal and interest under the
Revolving Loan on or before February 1, 1999, Geographics shall pay
immediately to Bank an additional fee of Thirteen Thousand Seven
Hundred Fifty and 00/100 Dollars ($13,750).
(g) Geographics will timely provide to Bank monthly interim
financial statements, each of which will include cash flow summaries
and comparisons to the projections attached hereto as Exhibit B.
(h) All other provisions and limitations in the "Operating
Provisions Accounts Receivable and Inventory Secured Lines" attached
hereto as Exhibit C and incorporated herein shall apply.
(i) Notwithstanding any prior course of dealing between the
parties, the Bank shall not make or permit any overadvances under the
Revolving Loan beyond the maximum amounts available under the terms of
this Fourth Forbearance Agreement.
8. It is expressly understood and agreed that upon the maturity of
the Indebtedness on March 31, 1999, or earlier acceleration of the Indebtedness
as provided for herein, all such Indebtedness shall be immediately payable in
full, AND BANK SHALL HAVE NO FURTHER OBLIGATIONS OR COMMITMENTS TO BORROWER TO
EXTEND, RENEW OR REFINANCE ANY OF SUCH INDEBTEDNESS, REGARDLESS OF ANY RENEWALS,
EXTENSIONS OR FLEXIBILITY WHICH BANK MAY IN GOOD FAITH AND FAIR DEALING HAVE
PREVIOUSLY ALLOWED IN CONNECTION WITH SUCH INDEBTEDNESS.
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9. Acknowledgment that Agreements Continue in Full Force and Effect.
The Revolving Loan and Term Loans, and all notes, security agreements, trust
deeds and other agreements related thereto, shall, except as expressly modified
herein during the forbearance period, remain in full force and effect, and shall
not be released, impaired, diminished, or in any other way modified or amended
as a result of the execution and delivery of this forbearance agreement.
10. Grant of Cross Security. All of the security agreements, deeds
of trust, and other security instruments and collateral which secure the
Revolving Loan, Term Loans and guarantees shall continue to remain in full force
and effect and each shall secure repayment of all Indebtedness and obligations
owed by Borrower and Guarantors, respectively to the Bank, including those
obligations arising under this Forbearance Agreement.
11. Further Cooperation. Borrower and Guarantors agree to cooperate
fully and to take all further actions and to execute all further instruments
that Bank deems necessary or appropriate to carry out the purposes of this
Agreement, including, without limitation, corporate resolutions of Borrower
authorizing the transactions contemplated by this Agreement, similar in
substance to those resolutions attached hereto as Exhibit D.
12. Cross Default. Any failure by Borrower to observe and perform
any of the covenants or agreements contained herein or in any other agreement
between the Borrower and the Bank will constitute an event of default under this
Agreement and each other agreement between Borrower and the Bank. Upon the
happening of any event of default, the Bank shall have the right to demand
immediate payment of any and all Indebtedness owing to it by the Borrower and
the Guarantors and to exercise any or all of its rights under the law and
pursuant to the terms of this Agreement and all of the other agreements in
effect between the parties.
13. No Waiver. Any waiver by the Bank of a default in any of the
terms and conditions of this Agreement or in any other agreement referred to
herein shall not be deemed a waiver of any subsequent or other default or of any
of the Bank's rights as a result of breaches or defaults by the Borrower.
14. Status of Prior Agreements. Except as modified or supplemented
hereby and except as inconsistent herewith, all unexpired prior agreements
entered into between the parties hereto remain in full force and effect pursuant
to their original terms and said agreements are hereby ratified and confirmed.
15. Amendments in Writing. Each and every word and portion of this
Agreement is contractual and not merely a recital. This Agreement may not be
amended or supplemented, canceled or discharged and no provision hereof may be
waived, except by subsequent written agreement between the parties.
16. No Oral Waivers or Modifications. Borrower acknowledges that, in
general, borrowers who experience difficulties honoring loan obligations, in an
effort to inhibit or impede lenders from exercising the rights and remedies
available pursuant to mortgages, notes, loan agreements or other instruments
evidencing or affecting loan transactions, frequently allege or argue that some
loan officer or administrator of a lender made an oral modification or made
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some statement which could be interpreted as a consent, waiver, extension,
modification or amendment of one or more debt instruments or could be
interpreted as an agreement to take or forbear from taking some action and that
the borrower relied to its detriment upon such consent, waiver, oral
modification or statement. For that reason, and in order to protect the Bank
from such allegations and arguments in connection with the transactions
contemplated by this Agreement, it is agreed and acknowledged that all
instruments referred to herein or executed or delivered in connection herewith
can be extended, modified or amended, and a consent or waiver can be given and
an agreement can be altered or entered into, only in writing. None of the
rights, powers, remedies or benefits of the Bank can be released, waived,
extended, modified or amended and no consent can be given or any agreement
altered or entered into except in writing signed by an agent of the Bank.
Borrower further acknowledges its understanding that no officer or employee of
the Bank has the power or authority to make an oral consent or an oral release,
extension, modification or amendment in respect to this Agreement or of any of
the documents referred to herein or executed or delivered in connection herewith
or to make any oral waiver or to alter or enter into any oral agreement on
behalf of the Bank.
17. Complete Agreement. This writing is intended by the parties as a
final and complete expression of this Agreement and of all matters relating to
this Agreement. No prior course of dealing or negotiations between the parties,
and no oral or extrinsic evidence of any nature shall be used to supplement or
modify any term of this Agreement.
18. Attorney Fees. In the event any suit or action is instituted to
enforce or interpret any of the terms of this Agreement, including any action or
participation in or in connection with a case or proceeding under any Chapter of
the Bankruptcy Code or any successor statute, the prevailing party shall be
entitled to such sum as the court may adjudge reasonable as attorney fees and
costs in such suit, action or proceeding, or upon any appeal from any judgment,
order or decree entered therein, and whether or not such fees and costs are
prescribed by statute. Whether or not any court action is involved, Borrower
agrees to pay all reasonable attorney fees and costs incurred by the Bank that
are necessary at any time in the Bank's opinion for the protection of its
interests or enforcement of its rights hereunder.
19. Remedies Cumulative. Each and every right, remedy and power
hereby granted to the Bank or allowed it by law or other agreement, shall be
cumulative and shall not be exclusive of any other rights, remedy and power and
may be exercised concurrently, consecutively or separately by the Bank. No
failure nor neglect on the part of the Bank to exercise and no delay in
exercising any right, remedy or power hereunder, under any other agreement, any
other document, or by law, shall in any way release or reduce Borrower's
liability to the Bank hereunder, or in any way reduce, condition or limit
Borrowers obligations hereunder.
20. No Partnership. The Bank and Borrower intend that their
relationship shall be solely that of creditor and debtor. Nothing contained
herein or in any document referred to herein or executed or delivered in
connection herewith shall be deemed or construed to create a partnership,
tenancy-in-common, joint tenancy, joint venture or co-ownership by or between
the Bank and Borrower. The Bank shall not be in any way responsible or liable
for the debts, losses, obligations or duties of Borrower with respect to its
business or otherwise. All obligations to pay real property or other taxes,
assessments, insurance premiums, and all other fees and charges
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arising from the ownership, operation, or occupancy of the business and property
of Borrower, and to perform all other agreements and contracts relating thereto,
shall be the sole responsibility of Borrower consistent with the terms and
provisions of this Agreement and the documents referred to above, Borrower shall
be free to determine and follow its own policies and practices in the conduct of
its respective business.
21. Discussions with Others. Borrowers, Guarantors and the Bank
acknowledge and agree that the parties may, in the sole discretion of the Bank,
discuss various means for repayment of the Indebtedness owing to the Bank, and
that Borrower may enter into discussions and negotiations with prospective
Fourth-party lenders to Borrower, Fourth-party creditors of Borrower, or
potential investors in Borrower or other Fourth persons. If Borrower asks the
Bank to enter into or participate in any such discussions or negotiations,
Borrower agrees that the Bank may, in the course of such discussions, reveal
information about the Borrower that would normally be considered confidential
between the Bank and the Borrower. Borrower agrees that, if such discussions do
take place, they shall in no way obligate or commit the Bank to agree to any
secured or unsecured financing, to subordinate any lien or to release any
collateral, to lend any additional funds to Borrower, to extend any other form
of credit to Borrower, to forbear from exercising any rights, powers and
remedies of the Bank, or to provide any letters of credit or other credit
support on behalf of Borrower. Borrower waives, releases and discharges any
right it may have to assert any claim or contention that the Bank has made any
oral or written offer, promise, or commitment to cooperate with any Fourth-party
lender to Borrower or Fourth-party creditor of Borrower, or any other Fourth
person, to agree to any secured or unsecured financing or to otherwise
subordinate any lien or to release any collateral, to lend any additional funds
to Borrower or provide any other form of credit to Borrower, to forbear from
exercising any rights, powers and remedies of the Bank, to provide any letters
of credit or other credit support on behalf of Borrower, or to take (or refrain
from taking) any other action whatsoever with respect to Borrower, except as
provided in this Agreement.
22. Advice of Counsel, etc. The parties declare that they have been
advised by counsel in connection with the execution of this Agreement and
acknowledge that they are not relying on any representations or advice of the
Bank or its lawyers, that they are not acting under any misrepresentation or
misapprehension as to this Agreement's legal effect, and that this Agreement has
not been executed under duress.
23. Construction. It is understood that the rule of construction
that a written agreement is construed against the party preparing or drafting
such agreement shall specifically not be applicable to the interpretation of
this Agreement.
24. Successors. All the covenants, agreements, conditions and terms
contained in this Agreement shall be binding upon, apply, and inure to the
benefit of the successors and assigns of the respective parties hereto.
25. Governing Law; Jurisdiction. The laws of the State of Washington
shall govern the rights, liabilities, duties and responsibilities of the
parties. At Bank's request, and subject to the provisions on Mandatory
Arbitration below, if there is a lawsuit, Borrower and/or Guarantor shall submit
themselves to the exclusive jurisdiction of the courts of King County, State of
Washington.
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26. Mandatory Arbitration. Lender and Borrower agree that all
disputes, claims and controversies between them, whether individual, joint, or
class in nature, arising from this Agreement or otherwise, including without
limitation contract and tort disputes, shall be arbitrated pursuant to the Rules
of the American Arbitration Association, upon request of either party. No act to
take or dispose of any Collateral shall constitute a waiver of this arbitration
agreement or be prohibited by this arbitration agreement. This includes, without
limitation, obtaining injunctive relief or a temporary restraining order;
invoking a power of sale under any deed of trust or mortgage; obtaining a writ
of attachment or imposition of a receiver; or exercising any rights relating to
personal property, including taking or disposing of such property with or
without judicial process pursuant to Article 9 of the Uniform Commercial Code.
Any disputes, claims or controversies concerning the lawfulness or
reasonableness of any act, or exercise of any right, concerning any Collateral,
including any claim to rescind, reform, or otherwise modify any agreement
relating to the Collateral, shall also be arbitrated, provided however that no
arbitrator shall have the right or the power to enjoin or restrain any act of
any party. Judgment upon any award rendered by any arbitrator may be entered in
any court having jurisdiction. Nothing in this Agreement shall preclude any
party from seeking equitable relief from a court of competent jurisdiction. The
statute of limitations, estoppel, waiver, laches, and similar doctrines which
would otherwise be applicable in an action brought by a party shall be
applicable in any arbitration proceeding, and the commencement of an arbitration
proceeding shall be deemed the commencement of an action for these purposes. The
Federal Arbitration Act shall apply to the construction, interpretation, and
enforcement of this arbitration provision.
27. Counterparts. This Agreement may be executed in counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument.
Any counterpart that may be delivered by facsimile transmission shall be deemed
the equivalent of an originally signed counterpart and shall be fully admissible
in any enforcement proceeding regarding this Agreement.
28. Release. As additional consideration to the Bank for entering
into this Agreement, Borrower and Guarantors hereby release and forever
discharge the Bank, its officers, directors, employees, agents, successors and
assigns, from any and all liability, or claims of liability, whether known or
unknown, of whatsoever nature arising out of or based in whole or in part upon
any agreement, act, or omission of the Bank, or of any person or entity acting,
or purporting to act on behalf of the Bank, occurring prior to the effective
date of this Agreement.
29. Time. Time is of the essence under this Forbearance Agreement.
30. Borrower's Representations and Warranties. Borrower represents
and warrants to Bank as of the date of this Agreement :
(a) Organization. Borrower is a corporation which is duly
organized, validly existing, and in good standing under the laws of the
State of Washington. Borrower has the full power and authority to own
its properties and to transact the businesses in which it is presently
engaged or presently proposes to engage. Borrower also is duly
qualified as a foreign corporation and is in good standing in all
states in which the failure to so qualify would have a material adverse
effect on its businesses or financial condition.
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(b) Authorization. The execution, and performance of this
Agreement and all related documents by Borrower, to the extent to be
executed, delivered or performed by Borrower, have been duly authorized
by all necessary action by Borrower; do not require the consent or
approval of any other person, regulatory authority or governmental
body; and do not conflict with, result in a violation of, or constitute
a default under (a) any provision of its articles of incorporation or
organization, or bylaws, or any agreement or other instrument biding
upon Borrower or (b) any law, governmental regulation, court decree, or
order applicable to Borrower.
(c) Legal Effect. This Agreement constitutes, and any
instrument or agreement required hereunder to be given by Borrower when
delivered will constitute, legal, valid and binding obligations of
Borrower enforceable against Borrower in accordance with their
respective terms.
(d) Survival of Representations, Releases and Warranties.
Borrower understands and agrees that Bank is relying upon the above
representations, releases and warranties in entering into this
Forbearance Agreement. Borrower further agrees that the foregoing
representations, releases and warranties shall be continuing in nature
and shall remain in full force and effect until such time as Borrower's
obligations to Bank shall be paid in full.
31. No Representations or Warranties by Lender. Except as expressly
set forth herein, the Bank makes no representations, warranties, promises, or
commitments to loan money, extend credit, or forbear from enforcing repayment in
connection with any of the documents or transactions contemplated hereunder. The
Borrower and the Guarantors acknowledge that they have received the following
notice:
ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY,
EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING
REPAYMENT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.
BORROWER AND GUARANTORS ACKNOWLEDGE RECEIPT OF A COPY OF THIS
AGREEMENT.
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IN WITNESS WHEREOF, the parties have executed this FOURTH
FORBEARANCE AGREEMENT as of the date first written above.
GEOGRAPHICS, INC. GEOGRAPHICS MARKETING CANADA
By: _______________________________ By: _______________________________
Xxxxxxx Gockelman
President/CEO Its: ______________________________
U.S. NATIONAL BANK,
NATIONAL ASSOCIATION XXXXXX DISTRIBUTING, INC.
By: _______________________________ By: _______________________________
Xxxxx Xxxxxxx
Its: ______________________________ Its: ______________________________
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EXHIBIT A
Geographics, Inc.
AFS Customer Number: 3208662005
As of 11/16/98
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CURRENT BALANCE ACCRUED
PRINCIPAL INTEREST
------------------------------------------------------------------------------
"Term Loans"
------------------------------------------------------------------------------
#604 $426,337.71 $1,546.20
------------------------------------------------------------------------------
#612 247,094.70 896.15
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#620 317,777.84 1,152.49
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#638 189,473.67 687.17
------------------------------------------------------------------------------
#646 11,648.91 2.87
------------------------------------------------------------------------------
#653 45,501.63 63.58
------------------------------------------------------------------------------
#661* 888,234.77 3,329.05
------------------------------------------------------------------------------
"Revolving Loan" 146,789.81 406.17
#75 Calculated at maturity of
Bankers Acceptances 4,000,000.00 Bankers Acceptances
------------------------------------------------------------------------------
*"Large Term Loan" previous obligation number: 9289934
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