UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the Quarter Ended Commission File No.
March 31, 1994 1-6442-1
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
ORANGE-CO, INC.
(Exact name of registrant as specified in its charter)
FLORIDA
(State or other jurisdiction of incorporation or organization)
59-0918547
(IRS Employer Identification Number)
2020 U.S. Highway 17 South, P. O. Box 2158, Bartow, Florida 33830
(Address of principal executive offices)
(813) 533-0551
(Registrant's telephone no.)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes XX No
Number of shares outstanding of common stock, $.50 par value, as of May
13, 1994: 10,298,475 shares
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBIT
Exhibit No. Description of Exhibits Page No.
10.18 The First Amendment to the Loan Agreement By and 17
Among Orange-co, Inc. and Orange-co of Florida,
Inc. and SunBank, National Association for a
Revolving Line of Credit.
10.19 The Second Amendment to the Loan Agreement By and 24
Among Orange-co, Inc. and Orange-co of Florida,
Inc. and SunBank, National Association for a
Revolving Line of Credit.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ORANGE-CO, INC.
(Registrant)
Date: March 22, 1995 By: Gene Mooney
-----------------------
Gene Mooney
President and
Chief Operating Officer
Date: March 22, 1995 By: Dale A. Bruwelheide
------------------------
Dale A. Bruwelheide
Vice President and
Chief Financial Officer
16
THIS DOCUMENT IS A COPY OF THE EXHIBIT 10.18 FILED ON MAY 13, 1994 PURSUANT
TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
EXHIBIT 10.18
FIRST AMENDMENT TO LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT dated January 10, 1994, by and
between:
ORANGE-CO, INC., a Florida corporation and ORANGE-CO OF
FLORIDA, INC., a Florida corporation, 2020 Highway 17 South,
Bartow, Florida 33830 (hereinafter collectively referred to
as the "Borrowers");
and
SUN BANK, NATIONAL ASSOCIATION, a national banking
association, 200 South Orange Avenue, Post Office Box 3833,
Orlando, Florida 32897 (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, Orange-Co, Inc. and Orange-Co of Florida, Inc., the Bank
agreed to extend to the Borrowers a working capital line of credit loan in
the maximum principal amount of $20,000,000.00; and
WHEREAS, the Borrowers have requested the Bank to extend to it an
additional revolving line of credit loan in the maximum principal amount of
$5,000,000.00 and the Bank has agreed to extend such additional loan.
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:
i. Amendments to Loan Agreement. The Loan Agreement is hereby
amended as follows:
(i) The definition of "Advance" in Section 1.01
of the Loan Agreement is hereby deleted and, in
lieu thereof, there is substituted the following:
"'Advance' shall mean individually and collectively the proceeds
of the Revolving Loan and the Working Capital Loan delivered
to the Borrowers by the Bank pursuant to Section 2.02 hereof."
(ii) The definition of "Interest Rate" in Section
1.01 of the Loan Agreement is hereby deleted and,
in lieu thereof, there is substituted the
following:
"'Interest Rate' shall mean the fluctuating interest rate
17
applicable to the Loan, which, (A) in the case of the Revolving
Loan shall equal either (i) LIBOR plus one hundred twenty-five
(125) basis points or (ii) Prime Rate minus one half of one
percent (0.5%); and, (B) in the case of the Working Capital Loan
shall equal either (i) LIBOR plus one hundred (100) basis points
or (ii) Prime Rate minus one half of one percent (0.5%);
provided, however, the Interest Rate shall never exceed the
maximum rate allowable by law."
(iii) 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/or the Working
Capital Loan, as the context may require."
(iv) The definition of "Loan Documents" in Section
1.01 of the Loan Agreement is hereby deleted and,
in lieu thereof, there is substituted the following:
"'Loan Documents' shall mean this Agreement, the Note, the
Financing Statements, the Security Documents, the Agreement Not
to Encumber, and all of the other documents, agreements,
certificates, schedules, notes, statements or opinions, however
described, referenced herein or executed or delivered pursuant
hereto or in connection with or arising with the Loans or the
transactions contemplated by this Agreement."
(v) The definition of "Note or Notes" in Section
1.01 of the Loan Agreement is hereby deleted and,
in lieu thereof, there is substituted the following:
"'Note or Notes' shall mean the Revolving Note and/or the Working
Capital Note and/or the Revolving Note, as the context may
require."
(vi) A definition of "Revolving Loan" is hereby inserted in
the appropriate alphabetical location in Section 1.01
of the Loan Agreement to read as follows:
"'Revolving Loan" shall mean the loan or loans up to but not
exceeding the principal amount of $5,000,000.00 made to the
Borrower by the Bank pursuant to and in accordance with the terms
of this Agreement."
(vii) A definition of "Revolving Note" is hereby inserted in
the appropriate alphabetical location in Section 1.01
of the Loan Agreement to read as follows:
"'Revolving Note' shall mean the Borrower's promissory note or
notes evidencing the Revolving Loan, in form acceptable to the
Bank, and any and all allonges thereto, and any and all
extensions, renewals or modifications thereof."
18
(viii) The definition of "Revolving Period" in Section 1.01
of the Loan Agreement 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) January 31, 1994 , 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) January 31,
1995, or such later date as the Bank may agree to in writing."
(ix) 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, with respect to the Revolving Loan, up to the maximum
principal amount of $5,000,000.00 and, with respect to the
Working Capital Loan, up to the lesser of (i) $20,000,000.00 or
(ii) the amount of the Borrowing Base. 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 Loans may revolve during the Revolving
Period; accordingly, during the Revolving Period, the Borrowers
may borrow up to the maximum principal amount of said Loans,
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.
(x) Section 2.03 of the Loan Agreement is hereby deleted and,
in lieu thereof, there is substituted the following:
"SECTION 2.03 Interest on The Notes. The Loans shall be
evidenced by the Notes and shall be due and payable in accordance
with and as required by Section 2.08. The Borrowers shall not be
liable under the Notes except with respect to funds actually
advanced to either Borrower by the Bank pursuant to the terms
hereof. The Notes shall bear interest from the date thereof on
the unpaid principal balance thereof from time to time
outstanding at a fluctuating interest rate per annum equal to the
lesser of (i) the rate specified in the Notes or (ii) the maximum
rate of interest permitted by law from time to time.
From and after the Due Date, interest shall accrue on the unpaid
principal balance of the Loans and on all accrued but unpaid
19
interest thereon, or on any defaulted payment, from the Due Date
at the Default Rate. Such interest shall continue to accrue until
the date of payment in full of all principal and accrued but
unpaid interest of such defaulted payment, if applicable."
(xi) Section 2.08 of the Loan Agreement is hereby
deleted and, in lieu thereof, there is substituted
the following:
"SECTION 2.08 Payment of Notes. (a) The Borrowers shall
jointly and severally pay the Revolving Note together with
interest at the rate set forth in said Note as follows:
(i) Interest shall be payable on the first day of each and
every April, July, October and January during the Revolving
Period commencing on April 1, 1994.
(ii) The entire unpaid principal balance together with
accrued interest shall be due and payable in full on the
last day of the Revolving Period."
(b) The Borrowers shall jointly and severally pay the
Working Capital Note together with interest at the
rate set forth in said Note as follows:
(i) Interest shall be payable on the first day of
each and every April, July, October and January
during the Revolving Period commencing on
April 1, 1994.
(ii) The entire unpaid principal balance together
with accrued interest shall be due and payable
in full on the last day of the Revolving
Period."
(xii) All references in the Loan Agreement to "Loan" or "Note"
shall be deemed to include the Revolving Loan and Working
Capital Loan and the Revolving Note and the Working
Capital Note.
2. Capitalized Terms. All capitalized terms contained herein shall
have the meanings assigned to them in the applicable Loan Documents unless
the context herein otherwise dictates or unless different meanings are
specifically assigned to such terms herein.
3. 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 First
Amendment to Loan Agreement shall not be deemed to be a novation.
4. 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 First Amendment to
Loan
20
Agreement as of the day and year first above written.
BORROWERS:
ORANGE-CO, INC., a Florida corporation
By: Dale A. Bruwelheide
___________________________________
Dale A. Bruwelheide, Vice President
21
ATTEST:
John R. Alexander
____________________________
John R. Alexander, Secretary
(CORPORATE SEAL)
ORANGE-CO OF FLORIDA, INC., a Florida corporation
By: Dale A. Bruwelheide
___________________________________
Dale A. Bruwelheide, Vice President
ATTEST:
John R. Alexander
____________________________
John R. Alexander, Secretary
(CORPORATE SEAL)
22
BANK:
SUN BANK, NATIONAL ASSOCIATION
By:Molly A. Humes
______________________________
Molly A. Humes, Vice President
23
THIS DOCUMENT IS A COPY OF THE EXHIBIT 10.19 FILED ON MAY 13, 1994 PURSUANT
TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
EXHIBIT 10.19
SECOND AMENDMENT TO LOAN AGREEMENT
THIS SECOND AMENDMENT TO LOAN AGREEMENT dated April 1, 1994,
by and between:
ORANGE-CO, INC., a Florida corporation and ORANGE-CO OF
FLORIDA, INC., a Florida corporation, 2020 Highway 17 South, Bartow,
Florida 33830 (hereinafter collectively referred to as the
"Borrowers");
and
SUN BANK, NATIONAL ASSOCIATION, a national banking
association, 200 South Orange Avenue, Post Office Box 3833, Orlando,
Florida 32897 (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, Orange-Co, Inc. and Orange-Co of Florida, Inc.,
the Bank agreed to extend to the Borrowers a working capital line of
credit loan in the maximum principal amount of $20,000,000.00;
WHEREAS, pursuant to the Second Amendment to Loan Agreement,
dated January 10, 1994, by and among the Bank, Orange-Co, Inc. and Orange-Co
of Florida, Inc., the Bank agreed to extend to the Borrowers a revolving line
of credit loan in the maximum principal amount of $5,000,000.00; and
WHEREAS, the Borrowers have requested the Bank to increase the maximum
principal amounts of such working capital loan from $20,000,000.00 to
$30,000,000.00 and such revolving line of credit loan from $5,000,000.00 to
$6,000,000.00, and the Bank has agreed to such increases.
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:
24
(a) The definition of "Revolving Loan" 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 $6,000,000.00 made to the
Borrower by the Bank pursuant to and in accordance with the
terms of this Agreement."
(b) The definition of "Working Capital Loan" is hereby deleted
and, in lieu thereof, there is substituted the following:
"Working Capital Loan" shall mean the loan or loans up to but
not exceeding the principal amount of $30,000,000.00
made to the borrowers by the Bank pursuant to and in
accordance with the terms of this Agreement.
(c) 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, with respect to the Revolving Loan, up to
the maximum principal amount of $6,000,000.00 and, with
respect to the Working Capital Loan, up to the lesser of (i)
$30,000,000.00 or (ii) the amount of the Borrowing Base.
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 Loans may revolve during the Revolving Period;
accordingly, during the Revolving Period, the Borrowers may
borrow up to the maximum principal amount of said Loans,
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.
25
2. Capitalized Terms. All capitalized terms contained herein shall
have the meanings assigned to them in the applicable Loan Documents unless
the context herein otherwise dictates or unless different meanings are
specifically assigned to such terms herein.
3. 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 Second
Amendment to Loan Agreement shall not be deemed to be a novation.
4. 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 Second Amendment to
Loan Agreement as of the day and year first above written.
BORROWERS:
ORANGE-CO, INC., a Florida corporation
By: Dale A. Bruwelhiede
-----------------------------------
Dale A. Bruwelheide, Vice President
ATTEST:
John R. Alexander
- ----------------------------
John R. Alexander, Secretary
(CORPORATE SEAL)
26
ORANGE-CO OF FLORIDA, INC., a Florida corporation
By: Dale A. Bruwlheide
-----------------------------------
Dale A. Bruwelheide, Vice President
ATTEST:
John R. Alexander
- ----------------------------
John R. Alexander, Secretary
(CORPORATE SEAL)
BANK:
SUN BANK, NATIONAL ASSOCIATION
By: William A. Mang
-------------------------------
William A. Mang, Vice President
27
