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EXHIBIT 10.24
March 14, 2001
TERM SHEET
I. PARTIES
Borrower: Caraco Pharmaceuticals Laboratories
Ltd., organized under the laws of the
state of Michigan (the "Borrower")
Lender: The Bank of Nova Scotia
II. THE CREDIT FACILITY
Facility Amount: USD 10,000,000
Purpose: The proceeds available under the Credit
Facility may be used for general
corporate purposes, including debt
repayment.
Termination Date: August 24, 2005
Minimum Draw Down Amount: USD 500,000
Final draw down: Any amounts not borrowed within 365 days
of March 14, 2001 will no longer be
available for draws. On March 14, 2002
the facility will term out.
Repayment: Four semi-annual installments, of USD
2,500,000 each due on: February 24,
2004; August 24, 2004; February 24,
2005; and August 25, 2005 (Termination
Date).
Prepayment: Not permitted till the completion of 3
years from the Original Closing Date of
August 24, 2000.
III. COMMON TERMS
APPLICABLE
TO THE FACILITY
Interest Rate: LIBOR - 30 bps
Default Interest Rate: LIBOR - 200 bps (Occurs if the Borrower
incurs an Event of Default
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Interest Payment Dates: Interest periods for LIBOR loans shall
be, at the Borrower's option, one, two,
three or six months. Interest on LIBOR
loans shall be payable on the last
business day of the applicable interest
period for such loans unless such
interest exceeds three months then on
the 90th day following the commencement
of such interest period. Interest on
alternate base rate loans shall be
payable monthly in arrears.
Annual Work Fee: Annual administrative fee in the amount
of USD 10,000 due and payable no later
than December 31 of each year.
Security: Unsecured.
Guarantees: A Guarantee in the amount of USD
10,000,000 is to be delivered on behalf
of the Borrower by Sun Pharmaceuticals
Industries Limited to BNS Mumbai.
Additionally, BNS Mumbai shall provide a
guarantee to The Bank of Nova Scotia
Atlanta Office in the amount of USD
10,000,000 prior to any funding that
exceeds USD 5,000,000.
Representations and
Warranties: Customary for the type of transaction
proposed and others to be reasonably
specified by the Bank of Nova Scotia.
1. The Borrower is to provide
quarterly financial statements
including an income statement,
balance sheet and cash flow
statement to be received no later
than 45 days after each quarter
end.
2. The Borrower is to provide audited
financial year-end statements
including an income statement,
balance sheet, cash flow statement,
and statement of retained earnings
to be received no later than 120
days after the financial year end.
3. The Borrower is to provide a
detailed annual forecast of its
projected performance including an
income statement, balance sheet,
cash flow
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statement, and summary of
management assumptions to be
received no later than 60 days
after the financial year end.
4. The Borrower is to provide a
quarterly management discussion and
analysis of operating performance
(including discussion of revenue,
gross margins, and SG&A expenses)
and financial position (including
discussion of financial position
and liquidity) to be received no
later than 45 days after each
quarter end and no later than 120
days after the financial year end.
Events of Default: 1. Failure to pay principal or
interest or the annual work fee
when due and payable.
2. Failure to comply with the
reporting requirements.
Miscellaneous: 1. Indemnification of The Bank of Nova
Scotia from and against any losses,
claims, damages, liabilities or
other expenses which arise out of
or in connection with the Credit
Facility, this Term Sheet or the
Credit Documentation, including
those which may arise from or in
connection with any action, suit or
proceeding (whether or not an
Indemnified Party is a party or is
subject thereto).
2. The Borrower will pay all of The
Bank of Nova Scotia's fees and
other out-of-pocket expenses
(including the fees and
out-of-pocket expenses of The Bank
of Nova Scotia's legal counsel)
arising out of or in connection
with the Credit Facility, this Term
Sheet or the Credit Documentation,
including any such fees and
expenses which may arise from or in
connection with any action, suit or
proceeding (whether or not an
Indemnified Party is a party or is
subject thereto).
3. Waiver of jury trial.
4. New York governing law; consent to
exclusive New York jurisdiction;
appointment of New York process
agent.
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