1 EXHIBIT 10.4 LEASE AGREEMENT THIS LEASE AGREEMENT ("LEASE") IS MADE AND ENTERED INTO AS OF NOVEMBER 21, 1997 BY AND BETWEEN TEDE, S.A. DE C.V., A MEXICAN CORPORATION ("TEDE"), AND CALAVO DE MEXICO, S.A. DE C.V., A MEXICAN CORPORATION ("COMPANY"),...Lease Agreement • April 24th, 2001 • Calavo Growers Inc
EXHIBIT 10.8 LOAN AGREEMENTLoan Agreement • April 24th, 2001 • Calavo Growers Inc
EXHIBIT 10.17 BUSINESS LOAN AGREEMENT This Agreement dated as of January 30, 2004 is between Bank of America, N.A. (the "Bank") and Calavo Growers, Inc. (the "Borrower"). 1. LINE OF CREDIT AMOUNT AND TERMS 1.1 Line of Credit Amount. (a) During the...Business Loan Agreement • January 14th, 2005 • Calavo Growers Inc • Agricultural services • California
RECITALSReimbursement Agreement • April 24th, 2001 • Calavo Growers Inc
1 EXHIBIT 10.2 MARKETING AGREEMENT This agreement made as of the first day of April, 1996 by and between TROPICAL HAWAIIAN PRODUCTS, INC., a Hawaiian corporation whose address is PO Box 210, Keaau, Hawaii, 96749 (hereinafter called "THP"), and CALAVO...Marketing Agreement • April 24th, 2001 • Calavo Growers Inc • California
RECITALS:Lease Agreement • April 24th, 2001 • Calavo Growers Inc • Baja California
BANK OF AMERICA =============================================================== ================= BUSINESS LOAN AGREEMENT This Agreement dated as of 4-20-99, ____, is between Bank of America National Trust and Savings Association (the "Bank") and (the...Calavo Growers Inc • April 24th, 2001 • California
CREDIT AGREEMENTby and amongWELLS FARGO BANK, NATIONAL ASSOCIATION,as Agent,THE LENDERS THAT ARE PARTIES HERETOas the Lenders,andCALAVO GROWERS, INC.,RENAISSANCE FOOD GROUP, LLC,GH FOODS CA, LLC,GHSW, LLC,GHGA, LLC,GHNW, LLC,andHAWAIIAN SWEET, INC.as...Credit Agreement • June 30th, 2023 • Calavo Growers Inc • Agricultural services
THIS CREDIT AGREEMENT, is entered into as of June 26, 2023 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), CALAVO GROWERS, INC., a California corporation (“Calavo”), RENAISSANCE FOOD GROUP, LLC, a Delaware limited liability company (“RFG”), HAWAIIAN SWEET, INC., a California corporation (“Hawaiian Sweet”), GH FOODS CA, LLC, a California limited liability company (“GHF”), GHSW, LLC, a Texas limited liability company (“GHSW”), GHGA, LLC, a Delaware limited liability company (“GHGA”), GHNW, LLC, a Delaware limited liability company (“GHNW”) and those additional ent
EXHIBIT 4.2 CALAVO GROWERS, INC. SUBSCRIPTION WARRANT FOR RIGHTS OFFERING FOR HOLDERS OF RECORD ON [_______], 2002Calavo Growers Inc • July 22nd, 2002 • Agricultural services
EXHIBIT 99.1 SUBSCRIPTION AGENT AGREEMENT This Subscription Agent Agreement (the "Agreement") is made and entered into as of [____________], 2002, by and between Calavo Growers, Inc., a California corporation (the "Company"), and U.S. Stock Transfer...Subscription Agent Agreement • July 22nd, 2002 • Calavo Growers Inc • Agricultural services • California
EXHIBIT 2.2 AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 6, 2003Agreement and Plan of Merger • January 23rd, 2004 • Calavo Growers Inc • Agricultural services • California
CREDIT AGREEMENT Dated as of June 14, 2016 among CALAVO GROWERS, INC., as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C...Credit Agreement • June 20th, 2016 • Calavo Growers Inc • Agricultural services • California
This CREDIT AGREEMENT is entered into as of June 14, 2016, among CALAVO GROWERS, INC., a California corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.
EMPLOYMENT AGREEMENTEmployment Agreement • June 6th, 2023 • Calavo Growers Inc • Agricultural services
This Employment Agreement (this “Agreement”) is entered into as of , 2023, by and between Calavo Growers, Inc., a California corporation (the “Employer”), and Lecil E. Cole (the “Employee”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 12th, 2015 • Calavo Growers Inc • Agricultural services • California
This Restricted Stock Award Agreement (the “Agreement”) is entered into as of January 20, 2015 by and between Calavo Growers, Inc., a California corporation (“Calavo”), and the director of Calavo whose name is set forth on the signature page of this Agreement (the “Director”).
TERM REVOLVING CREDIT AGREEMENTTerm Revolving Credit Agreement • June 15th, 2011 • Calavo Growers Inc • Agricultural services • California
THIS TERM REVOLVING CREDIT AGREEMENT (“Agreement”) is entered into as of May 31, 2011, between FARM CREDIT WEST, PCA, Visalia, California (“FCW”) and CALAVO GROWERS, INC., Santa Paula, California (the “Company”).
SEVERANCE AND RELEASE AGREEMENTSeverance and Release Agreement • June 6th, 2023 • Calavo Growers Inc • Agricultural services • California
THIS SEVERANCE AND RELEASE AGREEMENT (“Agreement”) is made and entered into by and between Calavo Growers, Inc. (“Calavo”) and Brian Kocher (“Employee”).
STOCK PURCHASE AGREEMENT between LIMONEIRA COMPANY and CALAVO GROWERS, INC. June 1, 2005Stock Purchase Agreement • June 9th, 2005 • Calavo Growers Inc • Agricultural services • California
THIS AGREEMENT is made and entered into as of June 1, 2005, by and between LIMONEIRA COMPANY, a Delaware corporation (“Limco”), and CALAVO GROWERS, INC., a California corporation (“Calavo”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • June 9th, 2015 • Calavo Growers Inc • Agricultural services • California
This Restricted Stock Award Agreement (the “Agreement”) is entered into as of February 6, 2015 by and between Calavo Growers, Inc., a California corporation (“Calavo”), and (the “Officer”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 6th, 2012 • Calavo Growers Inc • Agricultural services • California
This Pledge and Security Agreement (the “Agreement”), dated October 31, 2012, is given by San Rafael Distributing, Inc., an Arizona corporation (“San Rafael”) to Calavo Growers, Inc., a California corporation (“Calavo”) in connection with San Rafael’s purchase of Calavo’s membership interest in Maui Fresh International, LLC, a California limited liability company (the “Company”) pursuant to the Sale of LLC Interest Agreement dated as of October 31, 2012 (the “Sale Agreement”).
AGREEMENT TO SELL AND PURCHASE AND ESCROW INSTRUCTIONSAgreement to Sell and Purchase and Escrow Instructions • November 7th, 2016 • Calavo Growers Inc • Agricultural services • California
THIS AGREEMENT TO SELL AND PURCHASE AND ESCROW INSTRUCTIONS (this “Agreement”) is dated as of July 25, 2016 and entered into by and between FRESH FOODS, LLC, a Delaware limited liability company (“Seller”) and CALAVO GROWERS INC., a California corporation (“Purchaser”). Seller and Purchaser hereby agree as follows:
STANDSTILL AGREEMENTStandstill Agreement • June 9th, 2005 • Calavo Growers Inc • Agricultural services • California
This STANDSTILL AGREEMENT, dated as of June 1, 2005 (this “AGREEMENT”), is entered into by and among LIMONEIRA COMPANY, a Delaware corporation (“LIMONEIRA”), CALAVO GROWERS, INC., a California corporation (“CALAVO”), and the other parties who are signatories below (“CALAVO AFFILIATIES”). Calavo and the Calavo Affiliates are sometimes referred to herein individually as an “INVESTOR” and collectively, as the “INVESTORS”.
EMPLOYMENT AGREEMENTEmployment Agreement • June 6th, 2023 • Calavo Growers Inc • Agricultural services • California
This Employment Agreement (this “Agreement”) is entered into as of October 11, 2021, by and between Calavo Growers, Inc., a California corporation (the “Employer”), and Graciela Montgomery (the “Employee”').
SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Effective as of February 27, 2019Limited Liability Company Agreement • March 7th, 2019 • Calavo Growers Inc • Agricultural services • Delaware
This Seventh Amended and Restated Limited Liability Company Agreement (as it may subsequently be amended from time to time in accordance with the terms hereof, this “Agreement,” unless as to any provision it is otherwise specified) is entered into effective as of February 27, 2019 (the “Effective Date”), by and among FreshRealm, LLC, a Delaware limited liability company (the “Company”), and the Members (as defined herein) signatory hereto from time to time. This Agreement governs the internal affairs of the Company and the authority of its Members. All of the matters set forth in this Agreement are to be considered the “internal affairs” of the Company. The Members, to the fullest extent possible, waive the application of the laws of any jurisdiction other than Delaware.
STANDSTILL AGREEMENTStandstill Agreement • June 9th, 2005 • Calavo Growers Inc • Agricultural services • California
This STANDSTILL AGREEMENT, dated as of June 1, 2005 (this “AGREEMENT”), is entered into by and among CALAVO GROWERS, INC., a California corporation (“CALAVO”), LIMONEIRA COMPANY, a Delaware corporation (“LIMONEIRA”), and the other parties who are signatories below (“LIMONEIRA AFFILIATIES”). Limoneira and the Limoneira Affiliates are sometimes referred to herein individually as an “INVESTOR” and collectively, as the “INVESTORS”.
LEASE AGREEMENT (OFFICE SPACE)Lease Agreement • June 9th, 2005 • Calavo Growers Inc • Agricultural services • California
TERM LOAN AGREEMENTTerm Loan Agreement • June 15th, 2011 • Calavo Growers Inc • Agricultural services • California
THIS TERM LOAN AGREEMENT (“Term Agreement”) is entered into as of May 31, 2011, between FARM CREDIT WEST, PCA, Visalia, California (“FCW”) and CALAVO GROWERS, INC., Santa Paula, California (the “Company”). This Term Agreement replaces in its entirety that certain Term Loan Agreement dated July 1, 2005, and any amendments thereto.
RETENTION BONUS AGREEMENT FOR THE 2012 FISCAL YEARRetention Bonus Agreement • January 30th, 2012 • Calavo Growers Inc • Agricultural services • California
This Retention Bonus Agreement for the 2012 Fiscal Year (this “Agreement”) is entered into as of January 26, 2012 by and between Calavo Growers, Inc., a California corporation (“Calavo”), and Lecil E. Cole (“Mr. Cole”).
LIMITED LIABILITY COMPANY MEMBER SEPARATION AND RELEASE AGREEMENTAnd Release Agreement • February 9th, 2021 • Calavo Growers Inc • Agricultural services • California
This LIMITED LIABILITY COMPANY MEMBER SEPARATION AND RELEASE AGREEMENT ("Agreement") is made and entered into as of February 3, 2021 (the "Effective Date") by and between FreshRealm, LLC ("FreshRealm") and Calavo Growers, Inc. ("Calavo"), who may be referred to herein collectively as the "Parties" and each, a "Party".
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CALAVO SALSA LISA, LLC Dated as of February 8, 2010 This LLC agreement (and the Promissory note and Security agreement)Limited Liability Company Agreement • March 11th, 2010 • Calavo Growers Inc • Agricultural services • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT is entered into and shall be effective as of February 8, 2010, among Calavo Salsa Lisa, LLC, a Delaware limited liability company (the “Company”); Calavo Growers, Inc., a California corporation (“Calavo”); Lisa’s Salsa Company, a Minnesota corporation (“LSC”) and Elizabeth Nicholson and Eric Nicholson (jointly, the “LSC Owners”). Calavo and LSC are executing and delivering this Agreement as “Members” pursuant to the provisions of the Delaware LLC Act (as hereinafter defined), on the terms and conditions set forth herein. As of the date of this Agreement, neither Elizabeth Nicholson nor Eric Nicholson is a Member, but they are signing as the holders of all of the equity interests of LSC.
ContractCalavo Growers Inc • February 1st, 2016 • Agricultural services • California
Exhibit 10.3 BORROWER: Agricola Don Memo, S.A. de C.V., a Mexican corporation GUARANTOR: Calavo Growers, Inc., a California corporation CONTINUING AND UNCONDITIONAL GUARANTY 1. The Guaranty. For valuable consideration, the undersigned (“Guarantor”) hereby unconditionally guarantees and promises to pay promptly to Bank of America, N.A., its subsidiaries and affiliates (collectively, “Bank”), or order, in lawful money of the United States, any and all Indebtedness of Agricola Don Memo, S.A. de C.V., a Mexican corporation (“Borrower”) to Bank when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter. The liability of Guarantor under this Guaranty is not limited as to the principal amount of the Indebtedness guaranteed and includes, without limitation, liability for all interest, fees, indemnities, and other costs and expenses relating to or arising out of the Indebtedness and for all swap, derivative, foreign exchange or hedge or other similar trans
ContractFirst Amendment Agreement • September 9th, 2008 • Calavo Growers Inc • Agricultural services • California
This FIRST AMENDMENT AGREEMENT, dated as of August 28, 2008 (this “Agreement”), is between the parties to that certain Business Loan Agreement, dated as of October 15, 2007 (as amended, the “Business Loan Agreement”), between CALAVO GROWERS, INC. (“Borrower”) and BANK OF AMERICA, N.A. (the “Bank”).
ContractCalavo Growers Inc • May 27th, 2016 • Agricultural services
Committed. Experienced. Trusted, Agribusiness Office P. O. Box 1449 Templeton, California 93465 805-434-3665 FAX: 805-434-3667 www.FarmCreditWest.com May 20,2016 Calavo Growers, Inc. P.O. Box 751 Santa Paula, CA 93061-0751 Subject—Modification of Loan Terms and Extension of Maturity Date This letter amendment (“Letter Amendment”) serves as an amendment of certain terms under the Term Revolving Credit Agreement dated May 31, 2011 (together with any amendments thereto, the “Revolving Credit Agreement”), between Farm Credit West, PCA (“FCW”) and Calavo Growers, Inc. (the “Company”), and shall constitute the sixth amendment to the Revolving Credit Agreement. This Letter Amendment shall also serve as the third amendment to that certain Promissory Note dated May 31, 2011 in the face amount of $40,000,000.00 executed by the Company as maker, in favor of FCW (the “Revolving Credit Note”). All capitalized terms not otherwise defined in this Letter Amendment shall have the meanings assigned to t
November 18, 2005 Calavo Growers, Inc. Attn: Arthur J. Bruno Vice President, Finance 1141A Cummings Rd. Santa Paula, California 93060 Re: Renewal Notice for Business Loan Agreement, dated as of January 30, 2004, between Bank of America and Calavo...Calavo Growers Inc • February 1st, 2006 • Agricultural services
Pursuant to Section 1.2 of the above referenced Business Loan Agreement, the “Expiration Date” thereunder is hereby extended to April 1, 2008 or such earlier date as the availability may terminate as provided in such Business Loan Agreement.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 4th, 2013 • Calavo Growers Inc • Agricultural services
This Amendment No. 1 to Agreement and Plan of Merger (this “Amendment”) is made and entered into as of July 31, 2013 by and among Calavo Growers, Inc., a California corporation (“Calavo”), Renaissance Food Group, LLC, a Delaware limited liability company (“RFG”), Liberty Fresh Foods, LLC, Kenneth J. Catchot, James S. Catchot, James Gibson, Cut Fruit, LLC, Jose O. Castillo, Donald L. Johnson and the RFG Nominee Trust (the “Trust”). Liberty Fresh Foods, LLC, Kenneth J. Catchot, James S. Catchot, James Gibson, Cut Fruit, LLC, Jose O. Castillo, Donald L. Johnson and the Trust collectively are referred to in this Amendment as the “Sellers” and individually as a “Seller.”
PERSONAL GUARANTYPersonal Guaranty • November 6th, 2012 • Calavo Growers Inc • Agricultural services • California
This PERSONAL GUARANTY (this “Guaranty”) is made as of October 31, 2012 by Francisco Clouthier, an individual (“Guarantor”), in favor of Calavo Growers, Inc., a California corporation (“Seller”).
