Amendment to Term Revolving Credit Agreement
Exhibit 10.1
Amendment to Term Revolving Credit Agreement
July 28, 2011
This amendment to the “Term Revolving Credit Agreement dated May 31, 2011”, (hereinafter
referred to as “Amendment”) is made and entered into on July 28, 2011, by and between FCW and the
Company.
RECITALS
WHEREAS, under the terms of the Term Revolving Credit Agreement dated May 31, 2011
(“Agreement”), the Company has agreed to pay interest on the unpaid balance of the Commitment in
accordance with various interest rate options that include a 30-Day LIBOR Index Rate;
WHEREAS, FCW has determined an error in Section 6 (A) (1) in describing the 30-Day LIBOR Index
Rate option, as to lines 6, 8 and 10, which read as follows: “...offering of seven (7) day of U.S.
dollars deposits, as published by Bloomberg or another major...” and “...defined) in each week with
such rate to change weekly on such Day. The rate shall be reset...” and “...on the first U.S.
Banking Day of each succeeding week and each change in the rate shall be...”;
WHEREAS, the references to seven (7), week, weekly and week should have read thirty (30),
month, monthly and month; and
WHEREAS, FCW and the Company have agreed to modify the terms of the Agreement to correct,
which all terms are fully incorporated herein by this reference.
NOW, THEREFORE, IN CONSIDERATION OF THE RECITALS SET FORTH ABOVE; the terms and provisions
contained herein, and other valuable consideration, the receipt of which is hereby acknowledged,
FCW and the Company agree to amend the terms of the Agreement as follows:
1. | Section 6(A)(1) is hereby amended in its entirety as follows: |
(1) 30-Day LIBOR Index Rate. At a rate (rounded upward to the nearest 1/100th% and adjusted
for reserves required on “Eurocurrency Liabilities” (as hereinafter defined) for banks
subject to “FRB Regulation D” (as hereinafter defined) or required by any other federal law
or regulation) per annum equal at all times to 150 basis points (1.50%) above the annual
rate quoted by the British Bankers Association (the “BBA”) at 11:00 a.m. London time for
the offering of thirty (30) day of U.S. dollars deposits, as published by Bloomberg or
another major information vendor listed on BBA’s official website on the first U.S. Banking
Day (as hereinafter defined) in each month with such rate to change monthly on such day.
The rate shall be reset automatically, without the necessity of notice being provided to
the Company or any other party, on the first U.S. Banking Day of each succeeding month and
each change in the rate shall be applicable to all balances subject to this option and
information about the then current rate shall be made available upon telephonic request.
For purposes hereof (a) “U.S. Banking Day” shall mean a day on which CoBank is open for
business, dealings in U.S. dollar deposits are being carried out in the London interbank
market, and banks are open for business in Xxx Xxxx Xxxx xxx Xxxxxx, Xxxxxxx; (b)
“Eurocurrency Liabilities” shall have meaning as set forth in “FRB Regulation D”; and (c)
“FRB Regulation D” shall mean Regulation D as promulgated by the Board of Governors of the
Federal Reserve System, 12 CFR Part 204, as amended.
Amendment to Term Revolving Credit Agreement Calavo Growers, Inc. |
Loan No. 3789055-101 |
Except as specifically modified, amended or replaced by this Amendment, all other terms
and conditions of the Agreement remain unchanged and in full force and effect.
Farm Credit West, PCA | Calavo Growers, Inc., a California Corporation | ||||||
By:
|
/s/ Xxxx X. Xxxxxxxx | By: | /s/ Xxxxxx X. Xxxxx | ||||
Xxxx X. Xxxxxxxx, Vice President | Xxxxxx X. Xxxxx, Chief Operating Officer, Chief Financial Officer & Corporate Secretary |
||||||
By: | /s/ Xxxxx Xxxxxx | ||||||
Xxxxx Xxxxxx. Corporate Controller |
Amendment to Term Revolving Credit Agreement Calavo Growers, Inc. |
Loan No. 3789055-101 |