SIXTH AMENDMENT TO LOAN AGREEMENT
THIS SIXTH AMENDMENT TO LOAN AGREEMENT dated as of April 25, 1997,
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, 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 $10,000,000.00 (the
Revolving Loan ); and
WHEREAS, the Borrowers have requested the Bank to (a) renew and extend
the maturity of the Revolving Loan from April 30, 1997 until April 30, 1998
and (b) renew and extend the maturity date of the Working Capital Loan from
April 30, 1998 until April 30, 1999, (c) increase the commitment amount
under the Working Capital Loan to $45,000,000.00 and (d) no longer require
that the Revolving Loan be secured by the security interest created pursuant
to the Security Agreement (as defined in the Loan Agreement, as amended);
and
WHEREAS, the Bank has agreed to the foregoing subject to the terms and
conditions hereof and the other Loan Documents.
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 "Loan or Loans" in Section 1.01 of the Loan
Agreement is hereby deleted and, in lieu thereof, there is substituted the
following:
"`Loan" or "Loans' shall mean the Revolving Loan and the
Working Capital Loan, as the context may require."
(b) The definition of "Revolving Loan" in Section 1.01 of the
Loan Agreement is hereby deleted and, in lieu thereof, there is substituted
the following:
"`Revolving Loan' shall mean the loan or loans up to but not
exceeding the principal amount of $10,000,000.00 made to
the Borrowers by the Bank pursuant to and in accordance
with the terms of this Agreement."
(c) 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,
1998, 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, 1999, or such
later date as the Bank may agree to in writing."
(d) The definition of "Term Loan" in Section 1.01 of the Loan
Agreement is hereby deleted.
(e) Section 2.01 of the Loan Agreement is hereby deleted and, in
lieu thereof, there is substituted the following:
"SECTION 2.01. The Loans. The Bank agrees from time to time
during the applicable Revolving Period to lend to the
Borrowers, upon the request of either Borrower, or pursuant
to the Cash Management Agreement, on the terms and conditions
set forth herein, up to the maximum principal amount of
$10,000,000.00 with respect to the Revolving Loan and up to
the lesser of (i) $45,000,000.00 or (ii) the amount of the
Borrowing Base with respect to the Working Capital Loan.
During the Revolving Period, the Borrowers shall be entitled
to receive the entire proceeds of the Loans in one or more
Advances pursuant to Section 2.02 hereof, except as
otherwise specifically set forth in this Agreement. Advances
under the Revolving Loan and the Working Capital Loan shall
be evidenced by the Revolving Note and the Working Capital
Note, respectively, payable as provided in Section 2.08
hereof. After the expiration of the Revolving Period, the
Borrowers shall not be entitled to receive any Subsequent
Advance. The Working Capital Loan and Revolving Loan
may revolve during the Revolving Period; accordingly, during
the Revolving Period, the Borrowers may borrow up to the
maximum principal amount of said Working Capital Loan and
Revolving Loan, repay all or any portion of such principal
amount of said Loans, and reborrow up to such maximum
principal amount, subject to the terms and conditions set
forth herein. If at any time the principal amount
outstanding under the Working Capital Loan exceeds the
amount of the Borrowing Base, the Borrowers shall
immediately reduce the excess principal balance of the
Working Capital Loan.
(f) Section 2.04 of the Loan Agreement is hereby deleted and,
in lieu thereof, there is substituted the following:
SECTION 2.04 Restriction on Prepayment. The Borrowers
may not prepay all or any part of the principal amount of
the Loans outstanding except on the last Banking Day of the
Interest Period applicable to a particular Advance. Each
prepayment other than full payment shall be made prior to
2:00 P.M. (Orlando time) on the date of the prepayment,
and shall be made on a Banking Day in immediately available
funds. Prepayments may be made by the Bank pursuant to the
Cash Management Agreement on the last Banking Day of the
Interest Period. Borrowers shall reimburse the Bank on
demand for any funding losses due to a prepayment of a
LIBOR loan."
(g) Section 4.01(t) of the Loan Agreement is hereby deleted.
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 Sixth
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 Sixth
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 Sixth 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
(CORPORATE SEAL)
ORANGE-CO OF FLORIDA, INC., a Florida corporation
By:/s/Xxxx X. Xxxxxxxxxxx
----------------------------------------
Xxxx X. Xxxxxxxxxxx, Vice President
(CORPORATE SEAL)
BANK:
SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL
ASSOCIATION
By:/s/Xxxxxxx X. Xxxx
------------------------------------------
Xxxxxxx X. Xxxx, First Vice President
