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.
TERM REVOLVING CREDIT AGREEMENTTerm Revolving Credit Agreement • March 11th, 2010 • Calavo Growers Inc • Agricultural services • California
THIS TERM REVOLVING CREDIT AGREEMENT (“Agreement”) is entered into as of April 9, 2008, between FARM CREDIT WEST, PCA, Visalia, California (“FCW”) and CALAVO GROWERS, INC., Santa Paula, California (the “Company”).
ASSET PURCHASE AND CONTRIBUTION AGREEMENT AMONG CALAVO GROWERS, INC., a California Corporation, CALAVO SALSA LISA, LLC, a Delaware limited liability company, LISA’S SALSA COMPANY, a Minnesota corporation, AND ELIZABETH NICHOLSON AND ERIC NICHOLSON...Asset Purchase and Contribution Agreement • March 11th, 2010 • Calavo Growers Inc • Agricultural services • Delaware
THIS ASSET PURCHASE AND CONTRIBUTION AGREEMENT (“Agreement”) is entered into as of February 8, 2010, and effective as set forth in Article 6, by and among Calavo Growers, Inc., a California corporation (“Calavo”), Calavo Salsa Lisa, LLC, a Delaware limited liability company (“Purchaser”), Lisa’s Salsa Company, a Minnesota corporation (“Company”) and Elizabeth Nicholson and Eric Nicholson (the “Shareholders,” and together with Company, the “Sellers”).
AMENDMENT NO. 3 TO LOAN AGREEMENTLoan Agreement • March 11th, 2010 • Calavo Growers Inc • Agricultural services
This Amendment No. 3 (this “Amendment”) dated as of February 9, 2010. is between Bank of America. N.A. (the “Bank”) and Calavo Growers, Inc., a California corporation (together, the “Borrower”).
