Attached files
| file | filename |
|---|---|
| EX-10.2 - EX-10.2 - CALAVO GROWERS INC | v55403exv10w2.htm |
| 10-Q - FORM 10-Q - CALAVO GROWERS INC | v55403e10vq.htm |
| EX-2.1 - EX-2.1 - CALAVO GROWERS INC | v55403exv2w1.htm |
| EX-31.1 - EX-31.1 - CALAVO GROWERS INC | v55403exv31w1.htm |
| EX-31.2 - EX-31.2 - CALAVO GROWERS INC | v55403exv31w2.htm |
| EX-32.1 - EX-32.1 - CALAVO GROWERS INC | v55403exv32w1.htm |
| EX-10.3 - EX-10.3 - CALAVO GROWERS INC | v55403exv10w3.htm |
Exhibit 10.1
AMENDMENT NO. 3 TO LOAN AGREEMENT
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”).
RECITALS
A. The bank and the Borrower entered into a certain Business Loan Agreement dated as of October 15, 2007 (together with any previous amendments, the
“Agreement”).
B. The
Bank and the Borrower desire to amend the Agreement.
AGREEMENT
1. Definitions.
Capitalized terms used but not defined in this Amendment shall have
the meaning given to them in the Agreement.
2. Limited
waiver. Bank hereby waives Borrower’s failure to comply with Borrower’s
agreement to maintain the level of current assets in excess of current liabilities required under
Section 7.18 of the Agreement for the Borrower’s fiscal
year ended October 31, 2009. Borrower
understands and acknowledges that the foregoing waiver does not constitute a waiver of any other
term, provision, or condition of the Agreement or of any document related thereto.
3. Amendments. The Agreement is hereby amended as follows:
3.1 Section 7.18 of the Agreement is amended and restated in its entirety to read as follows:
7.18 Working Capital. [Reserved].
4. Representations and Warranties. When the Borrower signs this Amendment, the Borrower
represents and warrants to the Bank that; (a) there is no event, which is, or with notice or lapse
of time or both would be, a default under the Agreement except those events, if any, that have been
disclosed in writing to the Bank or waived in writing by the Bank,
(b) the representations and
warranties in the Agreement are true as of the date of this Amendment as if made on the date of
this Amendment, (c) this Amendment does not conflict with any law, agreement or obligation by which
the Borrower is bound, and (d) if the Borrower is a business entity or
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a trust,
this Amendment is within the Borrower’s powers, has been duly authorized, and does not
conflict with any of the Borrower’s organizational papers.
5. Conditions.
This Amendment will be effective when the Bank receives the following items,
in form and content acceptable to the Bank:
4.1
A copy of this Amendment executed by Borrower.
4.2
If the Borrower or any guarantor is anything other than a natural person, evidence that the
execution, delivery and performance by the Borrower and/or such guarantor of this Amendment and
any instrument or agreement required under this Amendment have been duly authorized.
4.3 Payment by the Borrower of all costs, expenses and attorneys’ fees (including allocated costs
for in-house legal services) incurred by the Bank in connection with this Amendment.
6. Effect of Amendment. Except as provided in this Amendment, all
of the terms and
conditions of the Agreement shall remain in full force and effect.
7. Counterparts. This Amendment may be executed in counterparts, each of which when so
executed shall be deemed an original, but all such counterparts
together shall constitute but one
and the same instrument.
8.
FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS
DOCUMENT REPRESENTS THE FINAL AGREEMENT BETWEEN PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF,
(B) THIS DOCUMENT SUPERSEDES ANY COMMITMENT LETTER, TERM SHEET OR OTHER WRITTEN OUTLINE OF TERMS
AND CONDITIONS RELATING TO THE SUBJECT MATTER HEREOF, UNLESS SUCH
COMMITMENT LETTER, TERM SHEET
OR OTHER WRITTEN OUTLINE OF TERMS AND CONDITIONS EXPRESSLY PROVIDES TO THE CONTRARY, (C) THERE ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (D) THIS DOCUMENT MAY NOT BE CONTRADICTED BY
EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE
PARTIES.
[Balance of page intentionally left bank.]
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This
Amendment is executed as of the date stated at the beginning or this Amendment.
| Bank of America, N.A. |
||||
| By | /s/ Renee Gordon | |||
| Name: | Renee Gordon | |||
| Title: | Assistant Vice President | |||
| Borrower: Calavo Growers, Inc., a California corporation |
||||
| By | /s/ James Snyder | |||
| Name: | James Snyder | |||
| Title: | Corporate Controller | |||
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