SEVENTH AMENDMENT TO LOAN AGREEMENT
THIS SEVENTH AMENDMENT TO LOAN AGREEMENT dated as of
February 3, 1998, 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 $45,000,000.00
(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, 1998
until April 30, 1999, (b) renew and extend the maturity date of
the Working Capital Loan from April 30, 1999 until April 30,
2000, (c) modify the definition of Borrowing Base to provide that
it includes the Borrower's margin accounts at brokers who trade
frozen concentrate orange juice futures and options on behalf of
the Borrowers, and (d) modify the definition of Borrowing Base to
provide that the portion of Finished Goods Inventory that has not
been sold short in the futures market shall be valued either the
average selling price for the most recent month or such other
price as determined by the Bank; 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 "Borrowing Base" is hereby
deleted and, in lieu thereof, there is substituted the following:
"'Borrowing Base' shall mean, at any date of
determination thereof, an amount equal to the then
aggregate of (i) eighty-five percent (85%) of the
Qualified Accounts, plus (ii) eighty-five percent
(85%) Finished Goods Inventory, plus (iii) eighty
five percent (85%) of Specialty Products Inventory
and plus (iv) the greater of (A) zero or (B)
ninety-five percent (95%) of the sum of (w) the
aggregate dollar value, determined at the lower
cost or market, of all assets then held in
Qualified Margin Accounts on behalf of the
Borrowers, plus (x) all amounts which have been
demanded in margin calls with respect to Finished
Goods Inventory that has been hedged by being sold
short on the New York Cotton Exchange, minus (y)
any amounts in Qualified Margin Accounts that may
be withdrawn by the Borrowers or that are in
excess of required levels to be held in Qualified
Margin Accounts with regard to the Finished Goods
Inventory that has been hedged by being sold short
on the New York Cotton Exchange, minus (z) any
amounts that may be owed to brokers that are
secured by a lien on the Qualified Margin
Accounts. The value of Qualified Accounts shall be
reasonably determined by the Bank. The Finished
Goods Inventory that has been hedged shall be
valued at the hedged price. The Finished Goods
Inventory that has not been hedged shall be valued
at the average selling price for such Finished
Goods Inventory for the most recent month or such
other price acceptable to the Bank. The Specialty
Products Inventory shall be valued at standard
cost.
(b) The definition of "Margin Account" is hereby
inserted into the Section 1.01 of the Loan Agreement to read as
follows:
"'Margin Account' shall mean an account of the
Borrower maintained with a licensed commodity
broker for the purpose of meeting reserve
requirements of the Citrus Associates of the New
York Cotton Exchange. Margin Accounts shall not
be classified as "Qualified Accounts" for the
purposes of computing the Borrowing Base."
(c) The definition of "Qualified Margin Accounts" is
hereby inserted into the Section 1.01 of the Loan Agreement to
read as follows:
"'Qualified Margin Accounts' shall mean Margin
Accounts arising that are maintained with
commodities brokers identified to the Banks and
are otherwise acceptable to the Bank."
(d) 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,
1999, 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, 2000, 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
Seventh 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 Seventh 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 Seventh
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
