GUARANTY AND SECURITY AGREEMENT Dated as of April 23, 2012 by and among APIO, INC., CAL EX TRADING COMPANY, and GREENLINE LOGISTICS, INC., as the Grantors, and EACH OTHER GRANTOR FROM TIME TO TIME PARTY HERETO in favor of GENERAL ELECTRIC CAPITAL...Guaranty and Security Agreement • April 27th, 2012 • Landec Corp \Ca\ • Plastic materials, synth resins & nonvulcan elastomers • New York
WHEREAS, pursuant to the Credit Agreement dated as of April 23, 2012 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Grantors, the Lenders and Agent, the Lenders have severally agreed to make extensions of credit to the Borrowers upon the terms and subject to the conditions set forth therein;
CREDIT AGREEMENT Dated as of April 23, 2012 by and among APIO, INC., CAL EX TRADING COMPANY, and GREENLINE LOGISTICS, INC., as the Borrowers, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, GENERAL ELECTRIC CAPITAL CORPORATION,...Credit Agreement • April 27th, 2012 • Landec Corp \Ca\ • Plastic materials, synth resins & nonvulcan elastomers • New York
This CREDIT AGREEMENT (including all exhibits and schedules hereof, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of April 23, 2012, by and among Apio, Inc., a Delaware corporation (“Apio”), Cal Ex Trading Company, a Delaware corporation (“Cal Ex”), GreenLine Logistics, Inc., an Ohio corporation (“GLI” and together with Apio and Cal Ex, each, a “Borrower” and collectively, the “Borrowers”), the other Persons party hereto that are designated as a “Credit Party,” General Electric Capital Corporation, a Delaware corporation (in its individual capacity, “GE Capital”), as Agent for the several financial institutions from time to time party to this Agreement (each, a “Lender” and collectively, the “Lenders”), and such Lenders.
LOAN AGREEMENT Among GENERAL ELECTRIC CAPITAL CORPORATION, as Lender and as Collateral Agent, and APIO, INC., APIO COOLING A CALIFORNIA LIMITED PARTNERSHIP, GREENLINE FOODS, INC. and GREENLINE SOUTH CAROLINA PROPERTIES, LLC, as Borrowers Dated as of...Master Security Agreement • April 27th, 2012 • Landec Corp \Ca\ • Plastic materials, synth resins & nonvulcan elastomers • New York
THIS LOAN AGREEMENT dated as of April 23, 2012 (this “Agreement”) between General Electric Capital Corporation, a Delaware corporation “GECC”), as lender (with its successors and assigns, “Lender”) and as collateral agent for the benefit of itself and Lender (together with its successors and assigns, “Collateral Agent”), and Apio, Inc., a Delaware corporation (“Apio”), Apio Cooling A California Limited Partnership, a California limited partnership (“Apio Cooling”), GreenLine Foods, Inc., an Ohio corporation (“GreenLine Foods”), and GreenLine South Carolina Properties, LLC, an Ohio limited liability company (“GreenLine SC”; Apio, Apio Cooling, GreenLine Foods and GreenLine SC may be referred to herein individually as “Borrower” and collectively as “Borrowers”).
MASTER SECURITY AGREEMENT dated as of April 23, 2012Master Security Agreement • April 27th, 2012 • Landec Corp \Ca\ • Plastic materials, synth resins & nonvulcan elastomers
THIS MASTER SECURITY AGREEMENT (as amended, supplemented or otherwise modified from time to time, this "Agreement") is between General Electric Capital Corporation (together with its successors and assigns, if any, "Secured Party") and Apio, Inc., a corporation organized and existing under the laws of the state of Delaware ("Debtor"). Secured Party has an office at 4 Park Plaza, Suite 1400, Irvine, CA 92614. Debtor's mailing address is P.O. Box 727, Guadalupe, CA 93434 and chief executive office is 4575 West Main Street, Guadalupe, CA 93434. This Agreement contains the general terms that apply to financing that may be provided from time to time by Secured Party to Debtor. Additional terms that apply to the financing and the Collateral (as defined below) shall be contained on a Collateral Schedule (as defined below) and a Note (as defined below). Each Collateral Schedule and the terms of this Agreement incorporated therein by reference are collectively referred to as a "CSMA". Each CSMA
STOCK PURCHASE AGREEMENT by and among GREENLINE HOLDING COMPANY, 2003 RIVERSIDE CAPITAL APPRECIATION FUND, L.P., 2003 RIVERSIDE CAPITAL APPRECIATION FUND (QC), L.P., THE OTHER STOCKHOLDERS OF GREENLINE HOLDING COMPANY LISTED ON EXHIBIT A HERETO, THE...Stock Purchase Agreement • April 27th, 2012 • Landec Corp \Ca\ • Plastic materials, synth resins & nonvulcan elastomers • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), is dated as of April 23, 2012, by and among GreenLine Holding Company, a Delaware corporation (the “Company”), 2003 Riverside Capital Appreciation Fund, L.P., a Delaware limited partnership (the “Seller Representative”), 2003 Riverside Capital Appreciation Fund (QC), L.P., a Delaware limited partnership (“RCAF QC,” and together with the Seller Representative, “Riverside”), the other stockholders of the Company listed on Exhibit A attached hereto (collectively with Riverside, the “Stockholders”), the holders of Warrants listed on Exhibit B attached hereto (the “Warrantholders” and, together with the Stockholders, the “Sellers”), and Apio, Inc., a Delaware corporation (“Buyer”).
General Electric Capital Corporation,Landec Corp \Ca\ • April 27th, 2012 • Plastic materials, synth resins & nonvulcan elastomers • New York
SECURITY AGREEMENT EXECUTION COPYSecurity Agreement • April 27th, 2012 • Landec Corp \Ca\ • Plastic materials, synth resins & nonvulcan elastomers • New York
WHEREAS, pursuant to the Loan Agreement dated as of April 23, 2012 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among Apio, Apio Cooling A California Limited Partnership, GreenLine Foods, Inc. and GreenLine South Carolina Properties, LLC (collectively, the “Borrowers”), GE Capital, as lender (together with its successors and assigns, “Lender”) and Collateral Agent, Lender has agreed to make extensions of credit to the Borrowers upon the terms and subject to the conditions set forth therein;
GUARANTYLandec Corp \Ca\ • April 27th, 2012 • Plastic materials, synth resins & nonvulcan elastomers
PLEDGE AGREEMENTPledge Agreement • April 27th, 2012 • Landec Corp \Ca\ • Plastic materials, synth resins & nonvulcan elastomers • New York
THIS PLEDGE AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of April 23, 2012, is made by LANDEC CORPORATION, a Delaware corporation ( “Pledgor”), in favor of GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as agent (in such capacity, “Agent”), for the benefit of Secured Parties (as defined in the Credit Agreement), from time to time party to the Credit Agreement referred to below.
