Exhibit 10F
FOURTH AMENDMENT TO LOAN AGREEMENT
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THIS AMENDMENT is made as of the 8th day of November, 2000, by and among
XXXXX MART, INC. (the "Borrower"), a Florida corporation, BANK OF AMERICA, N.A.,
successor to NationsBank, N.A., successor to Xxxxxxx Bank, N.A. ("Bank of
America"), SUNTRUST BANK, ("SunTrust"), a Georgia banking corporation authorized
to transact business in the State of Florida, as successor by merger to SunTrust
Bank, North Florida, N.A., and BANK OF AMERICA, N.A. successor to NationsBank,
N.A., successor to Xxxxxxx Bank, N.A. (in such capacity, and for so long as it
shall serve in such capacity hereunder, the "Agent"), as Agent for Bank of
America and SunTrust. Bank of America and SunTrust are collectively referred to
herein as, the "Lenders."
Recitals
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The Borrower, the Lenders and the Agent entered into a Loan Agreement (as
amended from time to time, the "Loan Agreement") dated August 25, 1998, pursuant
to which the Lenders have provided a credit facility to the Borrower. The
parties have previously amended the Loan Agreement, and the parties wish to
further amend the Loan Agreement in accordance with the terms hereof.
NOW, THEREFORE, for good and valuable consideration, the parties agree as
follows:
1. The Loan Agreement is hereby amended so that, from and after the date
hereof, Section 4.02 thereof shall read as follows:
4.02 Obligations. Neither the Borrower nor any Subsidiary is or
will become directly or indirectly obligated in any way for any obligation
for borrowed money except Permitted Obligations. Neither the Borrower nor
any Subsidiary is or will become responsible for the obligations of any
other person, directly or indirectly, whether by agreement to purchase the
obligations of any other person or by guaranty, endorsement, surety
agreement or otherwise, except endorsements of negotiable instruments for
collection in the ordinary course of business. Notwithstanding the fore-
going, each of the Borrower and the Guarantor shall be entitled to
guarantee obligations of the other. "Permitted Obligations" shall mean:
(a) The Indebtedness;
(b) Obligations under any line of credit now or hereafter
provided by Bank of America, N.A. (or its assigns) in a maximum
principal amount not exceeding $10,000,000 (which line of credit shall
be in addition to the credit facilities provided hereunder);
(c) Those obligations giving rise to Permitted Liens (so long
as the amount of such obligations does not exceed any limitations set
forth in Section 4.01);
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(d) Customer deposits in the ordinary course of business; and
(e) Other obligations of the Borrower arising in the ordinary
course of business in the aggregate not to exceed an aggregate amount
of $1,000,000, provided that no such obligation shall be for borrowed
money.
2. The Borrower certifies that as of the date hereof: (a) all of its
representations and warranties in the Loan Agreement are true and correct as if
made on the date hereof; and (b) no Default or Event of Default has occurred
under the Loan Agreement. The Loan Agreement shall continue in full force and
effect except as modified herein.
DATED the day and year first above written.
XXXXX MART, INC.
By: /s/ Xxxxx X. Xxxxx
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Its: Senior Vice President - CFO
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BANK OF AMERICA, N.A.,
as agent
By: /s/ Xxxxxx Xxxxxx
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Its: Vice-President
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BANK OF AMERICA, N.A.,
By: /s/ Xxxxxx Xxxxxx
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Its: Vice-President
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SUNTRUST BANK, a Georgia banking corporation
authorized to transact business in the State of
Florida, as successor by merger to SunTrust
Bank, North Florida, N.A.
By: /s/ C. Xxxxxxx Xxxxxxxx
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Its: First Vice-President
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