SCHEDULES TO THE CREDIT AGREEMENT, DATED NOVEMBER 18, 2015, AMONG THE COMPANY, WELLS FARGO BANK, NATIONAL ASSOCIATION, AND THE OTHER LENDERS AND BORROWERS PARTY THERETO Schedule A-1 Agent’s Account

Exhibit 10.26

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETED ASTERISKS [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

SCHEDULES TO THE CREDIT AGREEMENT, DATED NOVEMBER 18, 2015, AMONG THE COMPANY, XXXXX FARGO BANK, NATIONAL ASSOCIATION, AND THE OTHER LENDERS AND BORROWERS PARTY THERETO

Schedule A-1

Agent’s Account

An account at a bank designated by Agent from time to time as the account into which Borrowers shall make all payments to Agent for the benefit of the Lender Group and into which the Lender Group shall make all payments to Agent under this Agreement and the other Loan Documents; unless and until Agent notifies Borrowers and the Lender Group to the contrary, Agent’s Account shall be that certain deposit account bearing account number [***], reference Inventure Foods, Inc., and maintained by Agent with Xxxxx Fargo Bank, National Association, 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, XX, ABA #[***].

[***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Schedule A-2

Authorized Persons

1. Xxxxx XxXxxxxx

2. Xxxxx Xxxxxxxxxx

3. Xxxx Xxxxxxxxxxx

Schedule C-1

Commitments

Lender		Revolver Commitment
Xxxxx Fargo Bank, National Association		$	50,000,000
All Lenders		$	50,000,000

Schedule D-1

Designated Account

Account Name:  Inventure Foods Inc.

Email Contact:  [***]

Account #:  [***]

Routing - ABA #:  [***]

SWIFT:  [***]

Bank Name:  U.S. Bank National Association

Bank Address:  000 X Xxxxx Xxxxxx, Xxxxxxx

[***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Schedule E-1

Location of Inventory

(a) Owned properties containing inventory

		Entity of Record		Address
1.		Xx Xxxxxx Properties, Inc.		0000 X. Xx Xxxxxx Xxxxx Xxxxxxxx, XX 00000
2.		Fresh Frozen Foods, Inc.		0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000
3.		Fresh Frozen Foods, Inc.		000 Xxxxxxx Xxxx Xxxxxxxxxxx, XX 00000
4.		Xx Xxxxxx Properties, Inc.		000 X. Xxxxxxx Xxxx Xxxxxxxx, XX 00000

(b) Leased properties containing inventory

		Tenant		Address
1.		Inventure Foods, Inc.		0000 X. Xxxx Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000
2.		Inventure Foods, Inc.		0000 00xx Xxxxxx XX Xxxxx, XX 00000
3.		Inventure Foods Inc.		Leased Agricultural Property - Approximately 42 acres of land situated in Whatcom County, WA
4.		Xxxxx Farms, Inc.		Leased Agricultural Property - Approximately 102.6 acres of land situated at 0000 Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx Xxxxxx, XX
5.		Xxxxx Farms, Inc.		Leased Agricultural Property - Approximately 696 acres of land situated in Whatcom County, WA
6.		Inventure Foods, Inc.		0000 X. Xxxxxxxxx Xxxxxx X Xxxxxxxx, XX 00000
7.		Inventure Foods, Inc.		000 X. 000xx Xxxxxx Xxxxxxxx, XX 00000
8.		Inventure Foods, Inc.		0000 X. 0xx Xxxxxx Xxxxxxxxx, XX 00000
9.		Xxxxx Farms, Inc.		000 Xxxxxxx Xxxxx Xxxxxxxxxx, XX 00000
10.		Willamette Valley Fruit Company		0000 Xxxxx Xxxxxxxxxx Xxxxx XX Xxxxx, XX 00000

(c) Inventory stored pursuant to bailment, etc.

		Inventure Foods Entity		Address of Storage Facility
1.		Inventure Foods, Inc.		0000 X Xxxxxxxxxx Xxxxxxxxx Xxxxx X Xxxx Xxxxx, XX 00000
2.		Inventure Foods, Inc.		0000 Xxxxx Xxxxxx Xxxx Xxxxx, XX 00000
3.		Inventure Foods, Inc.		0000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000
4.		Inventure Foods, Inc.		0000 Xxxxxxx Xxxxx Xxxx Xxxxxxxxxx, XX 00000
5.		Willamette Valley Fruit Company		0000 Xxxxxxxxx Xxxx XX Xxxxx, XX 00000
6.		Willamette Valley Fruit Company		0000 Xxxxxxxx Xxxx XX Xxxxx, XX 00000
7.		Willamette Valley Fruit Company		0000 Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000
8.		Willamette Valley Fruit Company		0000 Xxxxx Xxxxxxxxxx Xxxxx XX Xxxxx, XX 00000
9.		Willamette Valley Fruit Company		00000 XX Xxxxxxxxxx Xxxxxx Xxxxxxxx, XX 00000
10.		Willamette Valley Fruit Company		0000 00xx Xxxxxx Xxxxxx Xxxxx, XX 00000
11.		Willamette Valley Fruit Company		00000 XX Xxx Xxxxxx Xxxxxx Xxxxxxxx, XX 00000
12.		Willamette Valley Fruit Company		0000 Xxxxxx Xxxxxx XX Xxxxxx, XX 00000
13.		Willamette Valley Fruit Company		000 X Xxxxxx Xxxx Xxxxxx, XX 00000
14.		Inventure Foods, Inc.		000 Xxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000
15.		Xxxxx Farms, Inc.		0000 Xxxxx Xxxx Xxxxxxx Xxxxxx, XX 00000
16.		Xxxxx Farms, Inc.		000 Xxxxxxx Xxxxx Xxxxxxxxxx, XX 00000
17.		Xxxxx Farms, Inc.		0000 Xxxxxx Xxxxxxx, Xxxxxxxxxxx, XX 00000
18.		Xxxxx Farms, Inc.		0000 Xxxxxxxxx Xxxx XX Xxxxx, XX 00000
19.		Xxxxx Farms, Inc.		00000 Xxxxxxxx Xxxx, X X #0 Xxxxxxxxxx, XX X0X 0X0
20.		Xxxxx Farms, Inc.		000 0xx Xxxxxx, X.X. Xxx 000 Xxxxxx, XX 00000
21.		Xxxxx Farms, Inc.		00000 Xxxxxx Xxxx Xxx Xxxxxxx, XX 00000
22.		Fresh Frozen Foods, Inc.		0000 Xxxxxx Xxxxxxx, Xxxxxxxxxxx, XX 00000
23.		Fresh Frozen Foods, Inc.		0000 Xxxxxx Xxxxx Xxx Xxxxxxx, XX 00000
24.		Fresh Frozen Foods, Inc.		000 Xxxxxxx Xxxxx Xxxxxxxxxxx, XX 00000

		Inventure Foods Entity		Address of Storage Facility
25.		Fresh Frozen Foods, Inc.		0000 Xxxxxxx Xxxx Xxxxxxxxxxx, XX 00000 and 0000 Xxxxxxxx Xxxxxxx Xxxx, XX 00000
26.		Fresh Frozen Foods, Inc.		000 Xxxxx XX 000 Xxxxxxxxx, XX 00000
27.		Xxxxx Farms, Inc.		000 Xxxxxxxxx Xxxxx Xxxxxxxxxxx, Xx 00000
28.		Xxxxx Farms, Inc.		Farmland owned by Ebe Farms located in Whatcom County, Washington, pursuant to that certain Crop Rotation Agreement between Xxxxx Farms, Inc. and Ebe Farms dated February 6, 2013.

Schedule P-1

Permitted Investments

None.

Schedule P-2

Permitted Liens

Debtor

Jurisdiction

Secured Party

Lien Type

Filing Info

Collateral Description

1.

Inventure Foods, Inc.

Arizona Secretary of State

H&E Equipment Services Inc. 00000 Xxxx Xxxx, Xxxxx 000 Xxxxx Xxxxx, XX 00000

Standard

2012-169-0621-0 Filed April 27, 2012

One 2007 Genie GS1930 Scissorlift s/n GS3007B-87906

2.

Inventure Foods, Inc.

Arizona Secretary of State

H&E Equipment Services Inc. 00000 Xxxx Xxxx, Xxxxx 000 Xxxxx Xxxxx, XX 00000

Standard

2013-172-5515-8 Filed January 14, 2013

One 2007 Genie GS1930 Scissorlift (GS3007A-91794)

3.

Fresh Frozen Foods, Inc.

Delaware Secretary of State

Xxxxx Fargo Bank, NA 000 Xxx-Xxxxx Xxxxxxxxxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000

Standard

201252823358 Filed June 30, 2015

Nissan forklift SCX30N (1S1-9X0446-449)

4.

Inventure Foods, Inc.

Delaware Secretary of State

Toyota Motor Credit Corporation XX Xxx 0000 Xxxxxxxx, XX 00000

Standard

20131214049 Filed March 21, 2013

Toyota forklift model #7FBCU15 (62830), as equipped

5.

Inventure Foods, Inc.

Delaware Secretary of State

Toyota Motor Credit Corporation XX Xxx 0000 Xxxxxxxx, XX 00000

Standard

20134385838 Filed November 7, 2013

Toyota forklifts model #7FBEU18 (26111, 26090, 26095, 26098, 26104, 26111, 261180), as equipped

6.

Inventure Foods, Inc.

Delaware Secretary of State

Banc of America Leasing & Capital, LLC 0000 Xxxxxxxxx Xxxxxxx, 0xx Xxxxx Xxxxx Xxxxxx, XX 00000

Standard

20153654067 Filed August 20, 2015

New kettle equipment

7.

Xxxxx Brothers — Bluffton, Inc.

Delaware Secretary of State

Toyota Motor Credit Corporation XX Xxx 0000 Xxxxxxxx, XX 00000

Standard

20113598185 Filed September 20, 2011

Toyota lift truck model #SBRU18 (36474), as equipped

8.

Xxxxx Farms, Inc.

Delaware Secretary of State

Farm Credit Leasing Services Corporation 000 Xxxxxxx 000 Xxxxx, Xxxxx 000 Xxxxxxxxxxx, XX 00000

Standard

20104258111 Filed on December 3, 2010

New Holland T4050F Tractor 80 PTO (XAJD00519)

9.

Xxxxx Farms, Inc.

Delaware Secretary of State

Farm Credit Leasing Services Corporation 000 Xxxxxxx 000 Xxxxx, Xxxxx 000 Xxxxxxxxxxx, XX 00000

Standard

20114266188 Filed on November 4, 2011

2011 Korvan 7420 Blueberry Harvester (542860600075)

10.

Xxxxx Farms, Inc.

Delaware Secretary of State

Farm Credit Leasing Services Corporation 000 Xxxxxxx 000 Xxxxx, Xxxxx 000 Xxxxxxxxxxx, XX 00000

Standard

20114284207 Filed on November 7, 2011

2001 Xxxx Deere 0000 Xxxxxxx Xxx Crop (0XX0000XX0X000000)

11.

Xxxxx Farms, Inc.

Delaware Secretary of State

Farm Credit Leasing Services Corporation 000 Xxxxxxx 000 Xxxxx, Xxxxx 000 Xxxxxxxxxxx, XX 00000

Standard

20114285121 Filed on November 7, 2011

2911 Xxxxxx X00X Tractor Row Crop (010181)

12.

Xxxxx Farms, Inc.

Delaware Secretary of State

Farm Credit Leasing Services Corporation 000 Xxxxxxx 000 Xxxxx, Xxxxx 000 Xxxxxxxxxxx, XX 00000

Standard

20130359977 Filed on January 28, 2013

2012 Oxbo 7420 Blueberry Harvester (542870600111)

13.

Xxxxx Farms, Inc., Willamette Valley Fruit Company

Delaware Secretary of State

Banc of America Leasing & Capital, LLC 0000 Xxxxxxxxx Xxxxxxx, 0xx Xxxxx Xxxxx Xxxxxx, XX 00000

Standard

20143450095 Filed on August 27, 2014

Octofrost, Model 9/2 Tunnel Expansion Project, including all listed equipment, components, and accessories

14.

Xxxxx Farms, Inc., Willamette Valley Fruit Company

Delaware Secretary of State

Banc of America Leasing & Capital, LLC 0000 Xxxxxxxxx Xxxxxxx, 0xx Xxxxx Xxxxx Xxxxxx, XX 00000

Standard

20143450160 Filed on August 27, 2014

Octofrost, Model 9/2 Tunnel Expansion Project, including all listed equipment, components, and accessories

15.

The Inventure Group, Inc.

Delaware Secretary of State

Air Liquide Industrial U.S. LP 0000 X Xxxxxxxxxx, Xxxxx 000 Xxxxx, XX 00000

Standard

20141895390 Filed on May 14, 2014

Floxal membrane unit, membrane skid, sullair compressor, dryer, vaporizer

16.

Inventure Foods, Inc.

Delaware Secretary of State

Tamco Capital Corporation 000 Xxxxxx Xxxxxx, XXX X0000-000 Xxx Xxxxxx, XX 00000

Standard

20155075212 Filed on November 2, 2015

Telephone equipment and licenses located in Goodyear, AZ and in Phoenix, AZ

Schedule R-1

Real Property Collateral

		Entity of Record		Address		Legal Description
1.		Xx Xxxxxx Properties, Inc.		0000 X. Xx Xxxxxx Xxxxx Xxxxxxxx, XX 00000		See Exhibit R-1
2.		Fresh Frozen Foods, Inc.		0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000		See Exhibit R-2
3.		Fresh Frozen Foods, Inc.		000 Xxxxxxx Xxxx Xxxxxxxxxxx, XX 00000		See Exhibit R-3
4.		Xx Xxxxxx Properties, Inc.		000 X. Xxxxxxx Xxxx Xxxxxxxx, XX 00000		See Exhibit R-4

Schedule 3.6

(a) For a period of 90 days after the Closing Date, the Loan Parties shall use commercially reasonable efforts to deliver to Agent (i) Collateral Access Agreements for each of the properties identified under the heading (b) on Schedule 4.23 of the Agreement and (ii) bailee waivers for each of the properties identified under the heading (c) on Schedule 4.23 of the Agreement, in each case, duly executed and delivered by each party thereto.

(b) On or before the date that is 120 days after the Closing Date (or such later date as agreed to by Agent in writing in its sole discretion), the Loan Parties will deliver an aged inventory report for their “Fresh Frozen” segment to Agent, in form and substance reasonably acceptable to Agent.

(c) On or before the date that is 30 calendar days after the Closing Date (or such later date as agreed to by Agent in writing in its sole discretion), the Loan Parties shall establish their primary depository and treasury management relationships with Xxxxx Fargo or one or more of its Affiliates and will maintain such depository and treasury management relationships at all times during the term of the Agreement.

(d) On or before the date that is 30 calendar days after the Closing Date (or such later date as agreed to by Agent in writing in its sole discretion), the Loan Parties shall deliver or cause to be delivered to Agent Control Agreements with respect to the Deposit Accounts and Securities Accounts maintained by any Loan Party with Xxxxx Fargo or one or more of its Affiliates, (except to the extent excused by Section 7(k)(iv) of the Guaranty and Security Agreement), in each case in form and substance satisfactory to Agent in its Permitted Discretion, duly executed and delivered by the parties thereto, and each such agreement shall be in full force and effect.

(e) Within 60 days after the Closing Date (or such longer period as the Agent may determine in its sole discretion), Agent shall have received a second priority Mortgage (subject only to the Liens of the Term Loan Agent with respect to the Term Priority Collateral, securing the Term Loan Obligations in accordance with the terms of the Intercreditor Agreement) and all items required by Section 5.12 on each leasehold interest in Real Property (other than any such Real Property that is encumbered by a Permitted Lien) owned by the Borrowers as of the Closing Date.

(f) On or before the date that is 90 calendar days after the Closing Date (or such later date as agreed to by Agent in writing in its sole discretion), the Loan Parties shall deliver or cause to be delivered to Agent a duly executed second lien mortgage for the property located at 000 Xxxxxxx Xxxx, Xxxxxxxxxxx, XX 00000, together with a fixture filing for such property, all in form and content reasonably acceptable to Agent.

(g) On or before the date that is 90 calendar days after the Closing Date (or such later date as agreed to by Agent in writing in its sole discretion), the Loan Parties shall deliver or cause to be delivered to Agent in respect of the Real Property Collateral: (i) second lien mortgages together with a fixture filing for each such property; (ii) title insurances; (iii) surveys; and (iv) flood insurances and comply with Section 5.6 of the Agreement in respect thereof.

(h) At its first annual meeting of shareholders following the Closing Date, the Parent Borrower shall amend its certificate of incorporation in a manner reasonable acceptable to Agent.

(i) Deliver to Term Loan Agent such documents and at such times as required by Schedule 8.16 of the Term Loan Credit Agreement.

(j) To the extent delivered in connection with the Term Loan Credit Agreement, leasehold mortgages on leasehold interest (unless waived by Agent).

Schedule 4.1(b)

Capitalization of Borrowers

(i) Parent Borrower

Type of Equity Interest		Issued & Outstanding (as of November 17, 2015
Preferred Stock, par value $100 per share		None
Common Stock, par value $0.01 per share		19,609,788
Options		645,652
Restricted Stock Units		302,113
Restricted Stock Awards		88,166

(ii) Other Borrowers

Borrower		Type of Equity Interest		Issued & Outstanding
Xx Xxxxxx Properties, Inc.		Common Stock, no par value		1,000
Xxxxx Brothers — Bluffton, LLC		LLC Interest		N/A
Tejas PB Distributing, Inc.		Common Stock, no par value		1,000
Boulder Natural Foods, Inc.		Common Stock, par value $0.01 per share		1,000
BN Foods, Inc.		Common Stock, no par value		1,000
Xxxxx Farms, Inc.		Common Stock, par value $0.001 per share		1,000
Willamette Valley Fruit Company		Common Stock, par value $0.001 per share		1,000
Fresh Frozen Foods, Inc.		Common Stock, par value $0.001 per share		1,000

Schedule 4.1(c)

Capitalization of Borrowers’ Subsidiaries

Subsidiary		Type of Equity Interest		Authorized		Issued & Outstanding		Interest
Xx Xxxxxx Properties, Inc.		Common Stock		100,000		1,000		100	%
Xxxxx Brothers — Bluffton, LLC		LLC Interest		N/A		N/A		100	%
Tejas PB Distributing, Inc.		Common Stock		100,000		1,000		100	%
Boulder Natural Foods, Inc.		Common Stock		100,000		1,000		100	%
BN Foods, Inc.		Common Stock		1,000		1,000		100	%
Xxxxx Farms, Inc.		Common Stock		1,000		1,000		100	%
Willamette Valley Fruit Company		Common Stock		1,000		1,000		100	%
Fresh Frozen Foods, Inc.		Common Stock		1,000		1,000		100	%

Schedule 4.1(d)

Subscriptions, Options, Warrants, Calls

Entity		Type of Security		Issued & Outstanding (as of November 17, 2015)
Inventure Foods, Inc.		Options		645,652
Inventure Foods, Inc.		Restricted Stock Units		302,113

Schedule 4.6

Litigation

None.

Schedule 4.11

Environmental Matters

None.

Schedule 4.14

Permitted Indebtedness

Entity

Issuer

Type

Amount  Owed

Maturity Date

1.

Inventure Foods, Inc.

Bank of America

Equipment term loan

$

1,924,735

December 2020

2.

Xxxxx Farms, Inc.

Bank of America

Equipment term loan

$

2,013,436

August 2019

3.

Willamette Valley Fruit Company

Bank of America

Equipment term loan

$

1,494,636

August 2019

4.

Xxxxx Farms, Inc.

Great America

Equipment term loan

$

13,536

May 2020

5.

Inventure Foods, Inc.

Toyotalift of Arizona

Equipment term loan

$

7,824

February 2018

6.

Inventure Foods, Inc.

ShoreTel

Capital lease

$

7,360

March 2016

Schedule 4.23

Location of Inventory

(a)           Owned properties containing inventory

		Entity of Record		Address
1.		Xx Xxxxxx Properties, Inc.		0000 X. Xx Xxxxxx Xxxxx Xxxxxxxx, XX 00000
2.		Fresh Frozen Foods, Inc.		0000 Xxxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000
3.		Fresh Frozen Foods, Inc.		000 Xxxxxxx Xxxx Xxxxxxxxxxx, XX 00000
4.		Xx Xxxxxx Properties, Inc.		000 X. Xxxxxxx Xxxx Xxxxxxxx, XX 00000

(b)           Leased properties containing inventory

		Tenant		Address
1.		Inventure Foods, Inc.		0000 X. Xxxx Xxxxxx, Xxxxx 000 Xxxxxxx, XX 00000
2.		Inventure Foods, Inc.		0000 00xx Xxxxxx XX Xxxxx, XX 00000
3.		Inventure Foods Inc.		Leased Agricultural Property - Approximately 42 acres of land situated in Whatcom County, WA
4.		Xxxxx Farms, Inc.		Leased Agricultural Property - Approximately 102.6 acres of land situated at 0000 Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxx Xxxxxx, XX
5.		Xxxxx Farms, Inc.		Leased Agricultural Property - Approximately 696 acres of land situated in Whatcom County, WA
6.		Inventure Foods, Inc.		0000 X. Xxxxxxxxx Xxxxxx X Xxxxxxxx, XX 00000
7.		Inventure Foods, Inc.		000 X. 000xx Xxxxxx Xxxxxxxx, XX 00000
8.		Inventure Foods, Inc.		0000 X. 0xx Xxxxxx Xxxxxxxxx, XX 00000
9.		Xxxxx Farms, Inc.		000 Xxxxxxx Xxxxx Xxxxxxxxxx, XX 00000
10.		Willamette Valley Fruit Company		0000 Xxxxx Xxxxxxxxxx Xxxxx XX Xxxxx, XX 00000

(c)           Inventory stored pursuant to bailment, etc.

		Inventure Foods Entity		Address of Storage Facility
1.		Inventure Foods, Inc.		0000 X Xxxxxxxxxx Xxxxxxxxx Xxxxx X Xxxx Xxxxx, XX 00000
2.		Inventure Foods, Inc.		0000 Xxxxx Xxxxxx Xxxx Xxxxx, XX 00000
3.		Inventure Foods, Inc.		0000 Xxxxx Xxxx Xxxxxx Xxxxxxxx, XX 00000
4.		Inventure Foods, Inc.		0000 Xxxxxxx Xxxxx Xxxx Xxxxxxxxxx, XX 00000
5.		Willamette Valley Fruit Company		0000 Xxxxxxxxx Xxxx XX Xxxxx, XX 00000
6.		Willamette Valley Fruit Company		0000 Xxxxxxxx Xxxx XX Xxxxx, XX 00000
7.		Willamette Valley Fruit Company		0000 Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000
8.		Willamette Valley Fruit Company		0000 Xxxxx Xxxxxxxxxx Xxxxx XX Xxxxx, XX 00000
9.		Willamette Valley Fruit Company		00000 XX Xxxxxxxxxx Xxxxxx Xxxxxxxx, XX 00000
10.		Willamette Valley Fruit Company		0000 00xx Xxxxxx Xxxxxx Xxxxx, XX 00000
11.		Willamette Valley Fruit Company		00000 XX Xxx Xxxxxx Xxxxxx Xxxxxxxx, XX 00000
12.		Willamette Valley Fruit Company		0000 Xxxxxx Xxxxxx XX Xxxxxx, XX 00000
13.		Willamette Valley Fruit Company		000 X Xxxxxx Xxxx Xxxxxx, XX 00000
14.		Inventure Foods, Inc.		000 Xxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000
15.		Xxxxx Farms, Inc.		0000 Xxxxx Xxxx Xxxxxxx Xxxxxx, XX 00000
16.		Xxxxx Farms, Inc.		000 Xxxxxxx Xxxxx Xxxxxxxxxx, XX 00000
17.		Xxxxx Farms, Inc.		0000 Xxxxxx Xxxxxxx, Xxxxxxxxxxx, XX 00000
18.		Xxxxx Farms, Inc.		0000 Xxxxxxxxx Xxxx XX Xxxxx, XX 00000
19.		Xxxxx Farms, Inc.		00000 Xxxxxxxx Xxxx, X X #0 Xxxxxxxxxx, XX X0X 0X0
20.		Xxxxx Farms, Inc.		000 0xx Xxxxxx, X.X. Xxx 000 Xxxxxx, XX 00000
21.		Xxxxx Farms, Inc.		00000 Xxxxxx Xxxx Xxx Xxxxxxx, XX 00000
22.		Fresh Frozen Foods, Inc.		0000 Xxxxxx Xxxxxxx, Xxxxxxxxxxx, XX 00000
23.		Fresh Frozen Foods, Inc.		0000 Xxxxxx Xxxxx Xxx Xxxxxxx, XX 00000
24.		Fresh Frozen Foods, Inc.		000 Xxxxxxx Xxxxx Xxxxxxxxxxx, XX 00000

		Inventure Foods Entity		Address of Storage Facility
25.		Fresh Frozen Foods, Inc.		0000 Xxxxxxx Xxxx Xxxxxxxxxxx, XX 00000 and 0000 Xxxxxxxx Xxxxxxx Xxxx, XX 00000
26.		Fresh Frozen Foods, Inc.		000 Xxxxx XX 000 Xxxxxxxxx, XX 00000
27.		Xxxxx Farms, Inc.		000 Xxxxxxxxx Xxxxx Xxxxxxxxxxx, Xx 00000
28.		Xxxxx Farms, Inc.		Farmland owned by Ebe Farms located in Whatcom County, Washington, pursuant to that certain Crop Rotation Agreement between Xxxxx Farms, Inc. and Ebe Farms dated February 6, 2013.

Schedule 4.26

Material Contracts

(a) Agreements over $10,000,000

1. None.

(b) Food product grower arrangements

1. None.

(c) License agreements

1. License Agreement, effective March 31, 2014, between the Parent Borrower and TGI Friday’s of Minnesota, Inc.

2. License Agreement, effective January 5, 2011, by and between the Parent Borrower and Nathan’s Famous Systems, Inc.

3. License Agreement, effective June 28, 2012, by and between the Parent Borrower and Vidalia Brands, Inc.

4. Trademark Licensing, Supply and Distribution Agreement, effective November 30, 2013, by and between the Parent Borrower and Seattle’s Best Coffee, LLC.

5. Product License Agreement, effective July 23, 2009, between Parent Borrower and Jamba Juice Company.

6. Intellectual Property Agreement, dated August 24, 2006, between Parent Borrower and Xxxxx Xxxxxxx Technologies, LLP.

(d) All other agreements

1. Agricultural Ground Lease, dated as of May 17, 2007, by and among Xxxx Xxxxx, Xxx Xxxxx, Xxxx Xxxxx, Xxxxx Xxxxxx and Xxxxx Farms Acquisition Corp., as amended by that certain Lease Extension Agreement, dated as of October 12, 2012, by and between the Parent Borrower’s subsidiary Xxxxx Farms, Inc. as lessee, and Uptrail Group I, LLC, Uptrail Group II, LLC and Uptrail Group III, LLC, collectively as lessor.

Schedule 5.1

Financial Statements, Reports, Certificates

Deliver to Agent (and if so requested by Agent, with copies for each Lender) each of the financial statements, reports, or other items set forth below at the following times in form satisfactory to Agent:

if a Financial Covenant Triggering Event exists, as soon as available, but in any event within 30 days (45 days in the case of a month that is the end of one of Parent Borrower’s fiscal quarters) after the end of each month during each of Borrower’s fiscal years,		(a)           an unaudited consolidated and consolidating balance sheet, income statement, statement of cash flow and statement of shareholder’s equity covering Parent Borrower’s and its Subsidiaries’ operations during such period and compared to the prior period and plan, together with a corresponding discussion and analysis of results from management, (b)           a Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA to the extent applicable, (c)           a calculation of the Fixed Charge Coverage Ratio that is required to be delivered under the Agreement, and (d)           any compliance certificate delivered under the Term Loan Credit Agreement.
as soon as available, but in any event within 45 days after the end of each quarter during each of Borrower’s fiscal years,		(e)           an unaudited consolidated and consolidating balance sheet, income statement, statement of cash flow and statement of shareholder’s equity covering Parent Borrower’s and its Subsidiaries’ operations during such period and compared to the prior period and plan, prepared in accordance with GAAP as well as on an internally-determined “xxxx-to-market” basis, together with a corresponding discussion and analysis of results from management, (f)            a Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA to the extent applicable, (g)           a calculation of the Fixed Charge Coverage Ratio that is required to be delivered under the Agreement, (h)           a certification of compliance with all applicable United States Department of Agriculture and the Food and Drug Administration rules and policies and rules and policies of any other Governmental Authority relating to Food Security Laws, including, if requested by Agent, a third-party expert certification audit or Food and Drug Administration inspection of the Loan Parties quality system, and (i)            any compliance certificate delivered under the Term Loan Credit Agreement.

as soon as available, but in any event within 90 days after the end of each of Parent Borrower’s fiscal years,		(j)            consolidated and consolidating financial statements of Parent Borrower and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications (including any (A) “going concern” or like qualification or exception, (B) qualification or exception as to the scope of such audit, or (C) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with Article 7 of the Agreement (other than any qualification or exception attributable solely to the occurrence of the stated maturity of any Revolving Loans within 12 months after the date of such opinion)), by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, statement of cash flow, and statement of shareholder’s equity, and, if prepared, such accountants’ letter to management), as well as on an internally-determined “xxxx-to-market” basis, (k)           a Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA to the extent applicable, (l)            a calculation of the Fixed Charge Coverage Ratio that is required to be delivered under the Agreement, and (m)          any compliance certificate delivered under the Term Loan Credit Agreement.
as soon as available, but in any event within 15 days after the start of each of Parent Borrower’s fiscal years,		(n)           copies of Parent Borrower’s Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Agent, in its Permitted Discretion, for the forthcoming 3 years, certified by the chief financial officer of Parent Borrower as being such officer’s good faith estimate of the financial performance of Parent Borrower during the period covered thereby.
if and when filed by Parent Borrower,		(o)           Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports (if any when requested by Agent), (p)           any other filings made by Parent Borrower with the SEC, and (q)           any other information that is provided by Parent Borrower to its shareholders generally.
promptly, but in any event within 5 days after Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default,		(r)            notice of such event or condition and a statement of the curative action that Borrower proposes to take with respect thereto.
promptly after the commencement thereof, but in any event within 5 days after the service of process with respect thereto on Parent Borrower or any of its Subsidiaries,		(s)            notice of all actions, suits, or proceedings brought by or against Parent Borrower or any of its Subsidiaries before any Governmental Authority which reasonably could be expected to result in a Material Adverse Effect.

upon the request of Agent, (t)            any other information reasonably requested relating to the financial condition of Parent Borrower or its Subsidiaries.

Schedule 5.2

Collateral Reporting

Provide Agent (and if so requested by Agent, with copies for each Lender) with each of the documents set forth below at the following times in form satisfactory to Agent:

No later than November 25, 2015		(a)           an executed Borrowing Base Certificate for the month ended October 31, 2015
Monthly (no later than the 15th day of each month) (or, during any Cash Dominion Period, Weekly (no later than the Wednesday of the following week))		(b)           an executed Borrowing Base Certificate, (c)           a detailed aging, by total, of each Borrowers’ Accounts, together with a reconciliation and supporting documentation for any reconciling items noted (delivered electronically in an acceptable format), (d)           a monthly Account roll-forward, in a format acceptable to Agent in its discretion, tied to the beginning and ending account receivable balances of Borrowers’ general ledger, (e)           notice of all claims, offsets, or disputes asserted by Account Debtors with respect to each Borrower’s Accounts, (f)            Inventory system/perpetual reports specifying the cost and the wholesale market value of each Borrowers’ inventory, raw materials and farm products, by category, with additional detail showing additions to and deletions therefrom, together with a reconciliation to Borrowers’ general ledger (delivered electronically in an acceptable format), (g)           a detailed calculation of inventory, raw materials and farm products categories that are not eligible for the Borrowing Base, if Borrowers have not implemented electronic reporting, (h)           royalty reserve report for related royalties paid, (i)            any Food Products Notices received by any Loan Party or their respective Subsidiaries, (j)            a summary aging, by vendor, of each Loan Party’s accounts payable and any book overdraft (delivered electronically in an acceptable format) and an aging, by vendor, of any held checks, and a detailed accrued liabilities report identifying any Food Products Payables per general ledger accounts [***],(1) [***], and [***], and any other (x) related report necessary to calculate Foods Products Payables and (y) accounts payable listing of Food Products Payables, (k)           a detailed report regarding each Loan Party’s and its Subsidiaries’ cash and Cash Equivalents, including an indication of which amounts constitute Qualified Cash,

(1) All numerical general ledger account references are to the Loan Parties’ general ledger account number(s) as reflected in the Loan Parties’ general ledger trial balance. To the extent from and after the date of the Agreement, there is a change in the general ledger account number, reporting shall be deemed for such changed/substituted account number for the same category of account as reflected in this Schedule 5.2.

[***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

		(l)            a detailed general ledger trial balance account numbers [***] (accrued advertising and promotions), [***] (accrued slotting), [***] (accrued customer discounts) and [***] (accrued FSI coupons), (m)          a report that provides detail to: excess inventory, raw materials and farm products greater than a 12 months’ supply (including the supporting calculations), expired inventory, raw materials and farm products (inventory, raw materials and farm products within 90 days of expiration date), and inventory, raw materials and farm products on hold (by January 15th for the December 2015 Borrowing Base, or such date as Agent may agree) (provided that in respect of the “Fresh Frozen” segment such report shall be provided commencing from and after April 1, 2016 (or such other date as Agent may agree); provided, further, that until such time, the “Fresh Frozen” segment shall provide a perpetual inventory report and inventory, raw materials and farm products aging analysis as currently presented/prepared by it), (n)           a detailed report including short pay general ledger account [***] or other related general ledger entries, and (o)           a detailed report including unapplied cash under general ledger account [***] or other related general ledger entries.
No later than 30 days after the end of each month and each year, respectively		(o)           a reconciliation of Accounts, accounts payable, and inventory, raw materials and farm products of Borrowers’ general ledger to its monthly financial statements including any book reserves related to each category.
Quarterly (no later than the last day of the month following the end of each fiscal quarter)		(p)           a report regarding Parent Borrower’s and its Subsidiaries’ accrued, but unpaid, ad valorem taxes, and (q)           updated information (including bring down search results and intellectual property searches) in respect of previously delivered Perfection Certificate,
No later than 90 days after the end of each fiscal year		(r)            a detailed list of each Loan Party’s and its Subsidiaries’ customers, with address and contact information. (s)            a Perfection Certificate or a supplement to the Perfection Certificate.
Upon receipt thereof by any Loan Party or any of its Subsidiaries		(t)            Food Products Notices, including in respect of Food Products Payables, and (u)           notices (including any notice of inspection and notice of action) from the U.S. Department of Agriculture, the FDA, or any other Governmental Authority relating to compliance or non-compliance with Food Laws.
Upon request by Agent		(v)           copies of purchase orders and invoices for inventory, raw materials and farm products acquired by any Loan Party or its Subsidiaries, (w)          copies of invoices together with corresponding shipping and delivery documents, and credit memos together with corresponding supporting documentation, with respect to invoices and credit memos in excess of an amount determined in the sole discretion of Agent, from time to time, and

[***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

(x)           such other reports as to the Collateral of any Loan Party and its Subsidiaries, as Agent may reasonably request including status reports for outstanding Food Products Notices or notices received from the U.S. Department of Agriculture, the U.S. Food and Drug Administration, or any other Governmental Authority relating to compliance or non-compliance with Food Security Laws.

Schedule 6.5

Nature of Business

Parent Borrower is a leading marketer and manufacturer of healthy/natural and indulgent specialty snack food brands. We operate in two segments: (1) frozen products and (2) snack products. The frozen products segment includes frozen fruits, vegetables, beverages, blends, and frozen desserts for sale primarily to groceries, club stores and mass merchandisers. All products sold under our frozen products segment are considered part of the healthy/natural food category. The snack products segment includes potato chips, kettle chips, potato crisps, potato skins, pellet snacks, sheeted dough products, cereal, popcorn, and extruded products for sale primarily to snack food distributors and retailers. The products sold under our snack products segment includes products considered part of the indulgent specialty snack food category, as well as products considered part of the healthy/natural food category. We also manufacture private label snacks for certain grocery retail chains and co-pack products for other snack and cereal manufacturers.