EXHIBIT 10.22
FOURTH AMENDMENT TO LOAN AGREEMENT
THIS FOURTH AMENDMENT TO LOAN AGREEMENT dated January 23, 1996, by and
between:
ORANGE-CO, INC., a Florida corporation and ORANGE-CO
OF FLORIDA, INC., a Florida corporation, 0000 Xxxxxxx
00 Xxxxx, Xxxxxx, Xxxxxxx 00000 (hereinafter
collectively referred to as the "Borrowers");
and
SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION,
f/k/a SUN BANK, NATIONAL ASSOCIATION, a national
banking association, 000 Xxxxx Xxxxxx Xxxxxx, Xxxx
Xxxxxx Xxx 0000, Xxxxxxx, Xxxxxxx 00000 (hereinafter
referred to as the "Bank").
W I T N E S S E T H:
WHEREAS, pursuant to the Loan Agreement, dated June 16, 1993, by and
among the Bank and the Borrowers, as amended, the Bank agreed to extend to
the Borrowers a working capital line of credit loan in the maximum principal
amount of $40,000,000.00 (the "Working Capital Loan") and a revolving line of
credit loan in the maximum principal amount of $6,000,000.00 (the Revolving
Loan ); and
WHEREAS, the Borrowers have requested the Bank to (a) renew and extend
the maturity date of the Working Capital Loan from January 31, 1997 until
April 30, 1997 and (b) renew and extend the maturity of the Revolving Loan
from January 31, 1996 until April 30, 1996.
NOW, THEREFORE, for and in consideration of the above premises, and the
mutual covenants and agreements contained herein, the Borrowers and the Bank
do hereby agree as follows:
1. Amendments to Loan Agreement. The Loan Agreement is hereby
amended as follows:
(a) The definition of "Revolving Period" is hereby deleted and,
in lieu thereof, there is substituted the following:
"'Revolving Period' shall mean the period
during the term of the Loans, which, in
the case of the Revolving Loan, shall
commence on the date hereof and end on the
earlier of the occurrence of (i) an Event
of Default or (ii) April 30, 1996, or such
later date as the Bank may agree to in
writing, and in the case of the Working
Capital Loan, shall commence on the date
hereof and end on the occurrence of (i) an
Event of Default or (ii) April 30, 1997,
or such later date as the Bank may agree
to in writing."
2. Capitalized Terms. All capitalized terms contained herein shall
have the meanings assigned to them in the applicable Loan Documents (as
defined in the Loan Agreement) unless the context herein otherwise dictates or
unless different meanings are specifically assigned to such terms herein.
3. Representations and Warranties. Each of the Borrowers represents
and warrants as follows:
(a) The execution, delivery and performance of this Fourth
Amendment to Loan Agreement and the other loan documents provided to the Bank
in connection therewith has been duly authorized by all requisite action of
the Borrowers; and
(b) The Loan Documents are valid, legal binding obligations of
the Borrowers enforceable in accordance with their terms. There are no
defenses, counterclaims, rights of setoff or recoupment thereunder.
4. Miscellaneous. The Borrowers hereby confirm the terms conditions,
representations and warranties of the Loan Agreement. The Loan Agreement, as
amended hereby, shall remain in full force and effect and this Fourth
Amendment to Loan Agreement shall not be deemed to be a novation.
5. Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by
signing any such counterpart.
IN WITNESS WHEREOF, the parties have executed the Fourth Amendment to
Loan Agreement as of the day and year first above written.
BORROWERS:
ORANGE-CO, INC., a Florida corporation
By: /s/Xxxx X. Xxxxxxxxxxx
-----------------------------------
Xxxx X. Xxxxxxxxxxx, Vice President
ATTEST
/s/Xxxx X. Xxxxxxxxx
________________________________
Xxxx X. Xxxxxxxxx, Secretary
(CORPORATE SEAL)
ORANGE-CO OF FLORIDA, INC., a Florida
corporation
By: /s/Xxxx X. Xxxxxxxxxxx
___________________________________
Xxxx X. Xxxxxxxxxxx, Vice President
ATTEST
/s/Xxxx X. Xxxxxxxxx
________________________________
Xxxx X. Xxxxxxxxx, Secretary
(CORPORATE SEAL)
BANK:
SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL
ASSOCIATION f/k/a SUN BANK, NATIONAL ASSOCIATION
By: /s/Xxxxxxx X. Xxxx
_____________________________________
Xxxxxxx X. Xxxx, First Vice President
