Contract

Exhibit 10.30

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 INVENTURE FOODS, INC., BSP AGENCY, LLC, AND THE OTHER LENDERS AND BORROWERS PARTY THERETO

Schedule A-1

Agent’s Account

U.S. Bank National Association
Inventure Foods, Inc.
Administration Details

Contacts:

Administrative

[***]

Phone: [***]

[***]

[***]

Phone: [***]

[***]

Account Management

[***]

Phone: [***]

[***]

[***]

Phone: [***]

[***]

Wire/ACH Instructions:
Bank:		US Bank NA
ABA:		[***]
Account Name:		Corporate Trust Agency Services
DDA:		[***]
Reference:		See below
F/F/C:		Inventure Foods, Inc. Agency
		[***]

[***] 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		Term Commitment
Providence Debt Fund III L.P.		$	55,587,000
PECM Strategic Funding LP		$	19,121,000
Benefit Street Partners Capital Opportunity Fund SPV LLC		$	4,632,000
Benefit Street Partners SMA-C LP		$	4,660,000
Xxxxxxx-Benefit Street Partners BDC Corp.		$	1,000,000
TOTAL:		$	85,000,000

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 XX  00000

[***] 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. Box 709 Lynden, WA 98264
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 PO Box 3457 Torrance, CA 90510

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 PO Box 3457 Torrance, CA 90510

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 PO Box 3457 Torrance, CA 90510

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 7930 Tractor Row 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 Yanmar T80B 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 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 4.10

Employee Benefits

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. Box 709 Lynden, WA 98264
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 Xxxxxx’s Famous Systems, Inc.

3. License Agreement, effective June 28, 2012, by and between the Parent Xxxxxxxx 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 an Event of Default has occurred and is continuing, 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 and the Total Leverage Ratio that is required to be delivered under the Agreement, and (d)           any compliance certificate delivered under the ABL 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 “mark-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 and Total Leverage 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 ABL 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 “mark-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 and Total Leverage Ratio that is required to be delivered under the Agreement, and (m)          any compliance certificate delivered under the ABL 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, exercising reasonable (from the perspective of a secured term-based lender) business judgment, 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 Xxxxxx Xxxxxxxx,		(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 Xxxxxxxx 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 copies of all documents provided to the ABL Agent under Schedule 5.2 of the ABL Credit Agreement at the times as set forth in the ABL Credit Agreement.

Schedule 5.12

With respect to each Mortgage required to be delivered pursuant to Section 5.12 , Schedule 3.1 or Schedule 3.6 of the Agreement, the Agent shall be entitled to receive:

(i)         Title Insurance.  The Agent shall have received a marked-up commitment for an ALTA mortgagee title insurance policy, insuring the first priority Lien of the Agent, for the benefit of the Secured Parties, and showing no Liens prior to such Liens other than for ad valorem taxes not yet due and payable, with title insurance companies acceptable to the Agent, on each property subject to a Mortgage. In connection with the foregoing,  Borrowers shall provide or obtain any customary affidavits and indemnities as may be required or necessary to obtain title insurance satisfactory to the Agent.

(ii)        Title  Exceptions.    The  Agent  shall  have  received  copies  of  all  recorded documents creating exceptions to the title policy referred to in clause (i) above.

(iii)       Matters Relating to Flood Hazard Properties.  With respect to each parcel of real property subject to a Mortgage, the Agent shall have received (A) a “life of loan” flood hazard certification from the National Research Center, or any successor agency thereto and, (B) if such parcel of real property is located in a special flood hazard area:

(I)         notices to (and confirmation of receipt by) the Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program because the community does not participate in the National Flood Insurance Program; and

(II)       to the extent flood hazard insurance is available in the community in which the real property is located, a copy of one of the following: (w) the flood hazard insurance policy, (x) the Borrower’s application for a flood hazard insurance policy, together with proof of payment of the premium associated therewith, (y) a declaration page confirming that flood hazard insurance has been issued to the Borrower or (z) such other evidence of flood hazard insurance satisfactory to the Agent.

(iv)       Surveys.  The Agent shall have received copies of current as-built ALTA/ACSM Land Title surveys certified to the Agent of each parcel of real property subject to a Mortgage certified as of a recent date by a registered engineer or land surveyor; provided the Agent may accept an older survey or other documentation so long as it is sufficient to remove the survey exception in the title policy and to receive a same as survey title endorsement.  Each such survey shall be accompanied by an affidavit of an authorized signatory of the owner of such property stating that there have been no improvements or encroachments to the property since the date of the respective survey such that the existing survey is no longer accurate.  Such survey shall show the area of  such property, all boundaries of  the  land with courses and distances indicated, including chord bearings and arc and chord distances for all curves, and shall show dimensions and locations of all easements, private drives, roadways, and other facts materially affecting such property, and shall show such other details as the Agent may reasonably request, including, without limitation, any encroachment (and the extent thereof in feet and inches) onto the property or by any of the improvements on the property upon adjoining land or upon any easement burdening the property; any improvements, to the extent constructed, and the relation of the improvements by distances to the boundaries of the property, to any easements burdening the property, and to the established building lines and the street lines; and if improvements are

existing, (A) a statement of the number of each type of parking space required by Applicable Laws, ordinances, orders, rules, regulations, restrictive covenants and easements affecting the improvement, and the number of each such type of parking space provided, and (B) the locations of all utilities serving the improvement.

(v)        Environmental Assessments.   The Agent shall have received, from a national firm acceptable to Agent, a current Phase I environmental assessment prepared in accordance with ASTM Standard No. 1527-13 certified to the Agent and such other environmental reports reasonably requested by the Agent regarding each parcel of real property subject to a Mortgage by an environmental engineering firm acceptable to the Agent showing no material environmental conditions in violation of Environmental Laws or liabilities under Environmental Laws; provided that any “Recognized Environmental Concerns” (as defined in American Society for Testing and Materials Standard E 1527-05, to include “the presence or likely presence of any hazardous substances or petroleum products on a property under conditions that indicate an existing release, a past release, or a material threat of a release of hazardous substances or petroleum products into structures on the property or into the ground, ground water, or surface water of the property, excluding de minimis conditions”) identified in such reports and all other compliance issues will be addressed promptly to the satisfaction of Agent.

(vi)       Opinions. The Agent shall have received opinions of (i) DLA Piper LLP (US) or other counsel reasonably acceptable to the Agent as to certain corporate formalities of the Mortgages and (ii) local counsel for the Loan Parties in each state in which each parcel of real property subject to a Mortgage is located with respect to the enforceability of the Mortgage to be recorded in such State in form and substance and from counsel reasonably satisfactory to the Agent.

(vii)     Other Real Property Information.  The Agent shall have received such other certificates, documents and information as are reasonably requested by the Lenders, including, without limitation, landlord agreements/waivers, engineering and structural reports, permanent certificates of occupancy and evidence of zoning compliance, each in form and substance satisfactory to the Agent.

(viii)     Payment of Title Premiums, Taxes, Etc.. The Agent shall have received evidence that the Borrowers have paid in full all title premiums, survey costs, environmental report costs, recording taxes, intangibles taxes, document stamp fees and other costs and expenses associated with the Mortgages and the other documentation required to be executed or delivered pursuant to this Schedule 5.12.

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.

Schedule 8.13

The Borrowers shall satisfy each of the following requirements on or prior to the date set forth herein, in each case in form an substance satisfactory to the Lender Group:

(a)         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 first priority Mortgage (subject to the Permitted Liens) and all items required by Schedule 5.12 with respect to each leasehold interest in Real Property leased by the Borrowers as of the Closing Date;

(b)         Within 60 days after the Closing Date (or such longer period as the Agent may determine in its sole discretion), Agent shall have received all items required by Schedule 5.12 with respect to all fee interests in Real Property owned by Xxxxxxxxx as of the Closing Date;

(c)         Within 60 days after the Closing Date (or such longer period as the Agent may determine in its sole discretion), Agent shall have received all amendments, as necessary, to those Mortgages delivered pursuant to Schedule 3.1(d)(xv), to record any changes resulting from the items delivered pursuant to clause (b) above;

(d)        Within 10 days of the Closing Date (or such longer period as the Agent may determine in its sole discretion), Agent shall have received all Mortgages that were not delivered as required pursuant to Schedule 3.1(d)(xv);

(e)         Within 45 days after the Closing Date (or such longer period as the Agent may determine in its sole discretion), Agent shall have received original certificates of title for all motor vehicles set forth on Schedule 12 to the Guaranty and Security Agreement;

(f)              Within 90 days after the Closing Date (or such longer period as the Agent may determine in its sole discretion), with respect to any Material Contract, Borrowers shall use best efforts to deliver to Agent all consents and approvals necessary in order to give effect to the terms and conditions of the Agreement and Loan Documents including the granting to the Lenders of a security interest therein; and

(g)              Within 90 days after the Closing Date (or such longer period as the Agent may determine in its sole discretion), 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.