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8-K - 8-K - CALAVO GROWERS INCd273047d8k.htm
EX-10.2 - EX-10.2 - CALAVO GROWERS INCd273047dex102.htm

Exhibit 10.1

 

LOGO

AMENDMENT NO. 7 TO BUSINESS LOAN AGREEMENT

This AMENDMENT NO. 7 TO BUSINESS LOAN AGREEMENT, dated as of January 19, 2016 (this “Amendment”), is between Bank of America, N.A. (the “Bank”) and Calavo Growers, Inc., a California corporation (the “Borrower”).

RECITALS

A. The Bank and the Borrower entered into a certain Business Loan Agreement, dated as of October 15, 2007 (together with that certain (i) First Amendment Agreement, dated as of August 28, 2008, between the Borrower and the Bank, (ii) Amendment No. 2 to Loan Agreement, dated as of July 31, 2009, between the Borrower and the Bank, (iii) Amendment No. 3 to Loan Agreement, dated as of February 9, 2010, between the Borrower and the Bank, (iv) Amendment No. 4 to Loan Agreement, dated as of September 30, 2011, (v) Amendment No. 5 to Loan Agreement, dated as of May 30, 2013, between the Borrower and the Bank and (vi) Amendment No. 6 to Loan Agreement, dated as of November 19, 2014, between the Borrower and the Bank, and together with any other previous amendments, the “Agreement”).

B. The Bank and the Borrower desire to amend the Agreement.

AGREEMENT

1. Definitions. Capitalized terms used but not defined in this Amendment will have the meanings given to them in the Agreement.

2. Amendments. The Agreement is hereby amended as follows:

In Section 1.2, Availability Period, the Expiration Date is changed from “February 1, 2016” to “June 1, 2016”.

3. Representations and Warranties. When the Borrower signs this Amendment, the Borrower represents and warrants to the Bank that: (a) there is no event which is, or with notice or lapse of time or both would be, a default under the Agreement except those events, if any, that have been disclosed in writing to the Bank or waived in writing by the Bank, (b) the representations and warranties in the Agreement are true as of the date of this Amendment as if made on the date of this Amendment, (c) this Amendment does not conflict with any law, agreement, or obligation by which the Borrower is bound, and (d) if the Borrower is a business entity or a trust, this Amendment is within the Borrower’s powers, has been duly authorized, and does not conflict with any of the Borrower’s organizational papers.

4. Conditions. This Amendment will be effective when the Bank receives the following items, in form and content acceptable to the Bank:

4.1 Receipt of this Amendment executed by the Borrower and Renaissance Food Group, LLC, a Delaware limited liability company, as guarantor (the “Guarantor”).

 

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4.2 Evidence that Borrower and Farm Credit West, PCA have amended all agreements relating to credit extended from Farm Credit West, PCA to Borrower (the “Farm Credit Agreements”), to provide that the maturity date for each line of credit under the Farm Credit Agreements is extended to June 1, 2016.

4.3 Evidence that the execution, delivery and performance by the Borrower and the Guarantor of this Amendment and any instrument or agreement required under this Amendment have been duly authorized.

4.4 Payment by the Borrower of all costs, expenses and attorneys’ fees (including allocated costs for in-house legal services) incurred by the Bank in connection with this Amendment.

5. Effect of Amendment. Except as provided in this Amendment, all of the terms and conditions of the Agreement, including, but not limited to, the Dispute Resolution Provision, will remain in full force and effect.

6. Counterparts. This Amendment may be executed in counterparts, each of which when so executed will be deemed an original, but all such counterparts together will constitute but one and the same instrument.

7. FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS DOCUMENT REPRESENTS THE FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, (B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.

[Balance of page intentionally left blank.]

 

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This Amendment is executed as of the date stated at the beginning of this Amendment.

 

Bank of America, N.A.     Calavo Growers, Inc.
By:  

/s/: Janet Palantone

    By:  

/s/: Lecil E. Cole

Name:   Janet Palantone     Name:   Lecil E. Cole
Title:   Sr. Vice President     Title:   Chairman of the Board, CEO

 

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CONSENT OF GUARANTOR

The undersigned Guarantor acknowledges that the Bank has no obligation to provide it with notice of, or to obtain its consent to, that certain Amendment No. 7 to the Business Loan Agreement (the “Amendment”). The undersigned (i) nevertheless has reviewed, and consents to, the Amendment, as well as all prior amendments, and acknowledges that the Continuing and Unconditional Guaranty, dated September 30, 2011, that Guarantor executed with respect to the indebtedness of Calavo Growers, Inc. to the Bank remains fully valid, binding and enforceable against Guarantor in accordance with its respective terms, and (ii) agrees to be bound by the provisions of the Amendment.

 

Dated as of January 19, 2016     GUARANTOR:
   

RENAISSANCE FOOD GROUP, LLC,

a Delaware limited liability company

    By:  

/s/ Ken Catchot

    Name:   Ken Catchot
    Title:   Manager of RFG, LLC

 

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