UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 27, 2010
Limoneira
Company
(Exact
name of registrant as specified in its charter)
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Delaware
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001-34755
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77-0260692
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(State
or other jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer Identification
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of
incorporation)
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No.)
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1141
Cummings, Road
Santa
Paula, CA 93060
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (805) 525-5541
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
1
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Registrant’s
Business and
Operations
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Item
1.01
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Entry
into a Material Definitive
Agreement.
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Amendment and Restatement of
Non-Revolving Credit Facility with Farm Credit West, PCA
On May
27, 2010, and established as of May 7, 2010, Windfall Investors, LLC
(“Windfall”), a wholly owned subsidiary of Limoneira Company (the “Company”),
amended and restated (the “Amendment”) the Master Loan Agreement (“Original Loan
Agreement”), originally dated as of September 23, 2005, with Farm Credit West,
PCA (“FCW”) in order to (i) extend the Maturity Date to May 1, 2013, and (ii)
increase the commitment to $13 million. In connection with the
Amendment, Windfall and FCW entered into a Promissory Note and Supplement to
Master Loan Agreement established as of May 7, 2010 (the “Note” and together
with the Amendment, the “Amended Loan Agreement”). The availability
under the Amended Loan Agreement will be used to repay amounts under the
Original Loan Agreement and for annual cash flow financing and
development.
Windfall
may borrow principal under the Amended Loan Agreement from time to time during
its term. Amounts borrowed and later repaid cannot be
reborrowed. Borrowings under the Amended Loan Agreement bear interest
at a variable rate based on FCW’s internal monthly operations and cost of funds
and generally follows the changes in the 90-day treasury rates in increments
divisible by 0.25%. The initial amount outstanding under the Amended
Loan Agreement is $10.5 million and bears interest at 3.50%.
The
Amended Loan Agreement is secured by all of Windfall’s owned stock or
participation certificates required by FCW’s bylaws, any funds or accounts of
Windfall held or maintained with FCW and FCW’s allocated surplus. In
addition, the Company guaranteed the payment of all indebtedness under the
Amended Loan Agreement and pledged as security for the performance by Windfall
of its obligations under the Amended Loan Agreement (i) a First Deed of Trust on
its La Cuesta Ranch and La Campana Ranch (the “Real Property Collateral”), and
(ii) 319 shares of San Cayetano Mutual water stock and 246 shares of Canyon
Irrigation Company water stock associated with the Real Property
Collateral.
The
Amended Loan Agreement contains various conditions, covenants and requirements
with which Windfall must comply. In addition, the Amended Loan
Agreement contains limitations on, among other things, selling, abandoning or
ceasing business operations; merging or consolidating with a third party;
disposing of a substantial portion of assets by sale, transfer, gifts or lease
except for inventory sales in the ordinary course of business; obtaining credit
or loans from other lenders other than trade credit customary in the business;
becoming a guarantor or surety on or otherwise liable for the debts or
obligations of a third party; and mortgaging, pledging, leasing for over a year,
or otherwise making or allowing the filing of a lien on any loan
collateral.
Upon the
occurrence of an event of default under the Amended Loan Agreement, FCW may, at
its option, declare all amounts outstanding under Amended Loan Agreement
immediately due and payable without prior recourse to the collateral,
immediately terminate Windfall’s right to draw additional funds, and/or exercise
any rights or remedies available to it under the Amended Loan Agreement, any
other document delivered in connection therewith or applicable law.
The
foregoing summary of the Amended Loan Agreement is qualified in its entirety by
reference to the text of the forms of Amendment and Note, copies of which are
filed as Exhibits 10.1 and 10.2 hereto and are incorporated herein by
reference.
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Section
2
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Financial
Information
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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The information set forth above under
Item 1.01 of this Current Report on Form 8-K is incorporated herein by
reference.
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Section
9
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Financial
Statements and Exhibits
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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10.1
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Form
of Master Loan Agreement established dated May 27, 2010 and established as
of May 7, 2010, between Farm Credit West, PCA and Windfall Investors,
LLC.
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10.2
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Form
of Promissory Note and Supplement to Master Loan Agreement, dated May 27,
2010 and established as of May 7, 2010, between Farm Credit West, PCA and
Windfall Investors, LLC.
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99.1
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Form
of Request and Agreement for Extension dated and effective May 1, 2010 by
and between Windfall Investors, LLC and Farm Credit West,
PCA
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date:
June 1, 2010
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LIMONEIRA
COMPANY
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By:
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/s/
Don Delmatoff
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Don Delmatoff
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Vice
President of Finance & Administration, Chief Financial Officer, and
Secretary
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Filing
Ref. :
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Windfall
Investors, LLC, a California Limited Liability Company
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Customer
Number:
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1700212664
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MASTER
LOAN AGREEMENT
This
Master Loan Agreement is established as of May
07, 2010 between Farm Credit West,
PCA a corporation organized and existing under the laws of the United
States of America, with its office at 2031 Knoll
Drive, Ventura, CA 93003-7301 (“Lender”) and each of the undersigned
person(s) and/or entities (collectively, “Borrower”). This Agreement amends and restates
a Master Loan Agreement between the Parties, dated 09/23/2005, which is replaced
hereby. This Agreement shall remain in effect until all Indebtedness is paid in
full and the Agreement is terminated in writing by Lender.
1. MASTER LOAN AGREEMENT. On this date,
and from time to time hereafter, Lender may make Loans to Borrower. Borrower and
Lender (collectively, the “Parties”)
enter into this Master Loan Agreement which, together with the applicable
Supplement(s) and other Loan Documents, shall govern each separate Loan and all
Indebtedness between the Parties. Unless stated to the contrary elsewhere, the
provisions of all Loan Documents are incorporated by reference herein as if
stated in full. For value received, Borrower promises to pay to order of Lender
all Indebtedness governed by this Agreement. Nothing herein shall be construed
to obligate Lender to restructure or renew any unpaid balance, any part thereof,
or to make any additional or future loans or financial accommodations to
Borrower.
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1.1
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SUPPLEMENTS.
Loans made on and after the date of this Agreement will be evidenced by a
“Promissory Note and Supplement to Master Loan Agreement” (“Supplement”). Each Supplement shall set
forth the terms and conditions applicable to each Loan. All Supplements
and attachments thereto, including all amendments, renewals, and
restatements thereof, are incorporated by reference and made a part of
this Agreement unless the contrary is stated in any Loan Document. In any
conflict of terms between this Master Loan Agreement and any Supplement,
the Supplement shall control, unless the contrary is specifically stated
in the Supplement. Any amendment to this Master Loan Agreement shall
control all Supplements, unless the contrary is stated in the
amendment.
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1.2
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FUTURE
CREDIT ACCOMMODATIONS. Borrower may apply for future loans, renewals of
unpaid balances, refinancings, reschedulings, or other credit facilities
or accommodations. Each loan application Borrower submits will be
evaluated for eligibility and creditworthiness at the time of its
submission. Nothing in this Agreement or any other agreement between
Borrower and Lender shall be construed to obligate Lender to restructure
or renew any unpaid balance, any part thereof, or to make any additional
or future loans or financial accommodations to
Borrower.
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2. DEFINED TERMS. “Indebtedness” means all Loans, advances,
obligations, covenants and duties of any kind owing by Borrower to Lender under
this Agreement whether now existing or hereafter arising, absolute or
contingent, due or to become due, and whether or not evidenced by any writing,
this Agreement or any other Loan Document, and including all interest, charges,
fees, attorney’s fees, expenses, and any other sum(s) chargeable to Borrower
under this or any other related agreement. “Loan” or “Account” means each loan, credit facility or
other obligation evidenced by any Supplement. “Agreement” means this Master Loan Agreement,
including all Supplements, attachments and other agreements incorporated by
reference and all amendments, modifications, and restatements thereof. “Loan Document” means this Agreement, and any
Supplement, guaranty, Security Instrument, and any and all other documents or
agreements executed in connection with this Agreement, any Loan or the
Indebtedness, and all amendments, modifications, and restatements
thereof.
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2.1
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OTHER LOANS WITH LENDER. Unless
specifically stated to the contrary in writing by Lender, in this or any
other document, this Master Loan Agreement shall not supersede or govern
other notes, loan agreements, loans, and obligations by Borrower to Lender
not contained in Supplements hereto. Such other loans shall continue to be
governed by the applicable loan documents. This Agreement shall not be
construed to waive any right(s) in or to discharge any note, guaranty,
security instrument or indebtedness between the Parties not subject hereto
unless the same has been specifically waived or discharged in writing by
Lender.
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Page 1 of
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Filing
Ref. :
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Windfall
Investors, LLC, a California Limited Liability Company
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Customer
Number:
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1700212664
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3. SECURITY. All Indebtedness is secured by
Borrower-owned stock or participation certificates required by Lender’s bylaws,
any funds or accounts of Borrower held by or maintained with Lender, Lender's
allocated surplus, and any other items which secure this Loan under applicable
laws, regulations or Loan Documents (collectively, "Standard Security"). Loans may also be secured
by other personal property and real property. Collateral may secure more than
one Loan when so indicated. All liens and interests in Collateral will be
evidenced by the appropriate Security Instrument granting such interest. “Collateral” means the Standard Security and all
real and personal property, whether now owned or hereafter acquired, in which
Lender now holds or later acquires a security interest or lien to secure this
Agreement, any Loan or the Indebtedness. “Security Instrument” means any deed of trust,
mortgage, security agreement, assignment or other document granting Lender a
lien on, or security interest in, any real or personal property as security for
this Agreement, any Loan or the Indebtedness.
4. DEFAULT. A default on any Supplement or the
Indebtedness is a default on this Master Loan Agreement. A default on this
Master Loan Agreement or any Supplement shall, at Lender’s option, also be a
default on all Supplements and all the Indebtedness. Borrower is in default on
this Master Loan Agreement, including any Supplement, under any one or more of
the following circumstances (individually and collectively called an “Event of Default”): (a) Borrower or any guarantor
fails to pay when due any Indebtedness or amount(s) owed under this Agreement or
any other Loan Document; (b) Borrower or any guarantor is declared to be in
default on this Agreement, any other Loan Document, or on any other loan or
obligation of Borrower to Lender or in which Lender has an interest; (c)
Borrower breaches any term, condition or representation in this Agreement or in
any other Loan Document for this or any other loan by this or any other lender,
including but not limited to any other Farm Credit lender; (d) Borrower's
representation(s) to this or any other lender in connection with any loan are
materially false or misleading; (e) Lender determines that Borrower is unable to
repay as agreed the sums owed Lender under this Agreement, or Lender in good
faith otherwise deems itself insecure; (f) Lender's reasonable determination
that a material adverse change has occurred in the financial condition of
Borrower or in the value of the Collateral; (g) Borrower's death, dissolution,
incapacity or termination of existence; (h) Borrower's insolvency, business
failure, application for or consent to appointment of a receiver/custodian or
trustee for itself or any of its assets, or an assignment to an agent authorized
to liquidate any substantial amount of assets, or an assignment for the benefit
of creditors by, or commencement of any proceeding under any bankruptcy or
insolvency law by or against Borrower, or any guarantor, endorser, or surety for
Borrower; (i) Any judgment, writ, levy, lien, attachment, notice of tax lien,
tax lien, or similar process is entered or filed against Borrower, any guarantor
or any of Borrower's or any of guarantor's properties and is not vacated,
bonded, or stayed to the satisfaction of Lender; (j) An Event of Default occurs
under any guaranty given to Lender in connection with this Agreement, any
Supplement or the Indebtedness; or any guarantor shall purport to terminate,
repudiate or contest any such guaranty; or any guarantor who is a natural person
shall die; or any guarantor that is not a natural person shall be dissolved or
terminated; or (k) Borrower sells, leases, conveys, alienates, or transfers, or
enters into any agreement for the sale, lease, conveyance, alienation, transfer
or nonuse of any water or water rights, or “Water Asset”, as such may be defined
in any deed of trust, mortgage, security agreement or other agreement relating
to the pledge of water or water rights.
5. REMEDIES. If an Event of Default occurs,
Lender shall have all rights, powers and remedies available under this
Agreement, any other Loan Document, or provided by law or equity under
applicable laws, including but not limited to: the right to declare, at Lender’s
option, all or any portion of the Indebtedness immediately due and payable
without prior recourse to the Collateral; Lender’s right to immediately
terminate Borrower’s right to draw additional funds, and/or suspend or reduce
Borrower’s credit or credit limit, all with or without notice to Borrower; and
the right to foreclose on, or enforce any security interest in, any Collateral
(all above collectively, “Remedies”). All
Lender’s Remedies: (a) may be exercised at any time by Lender, or from time to
time, after an Event of Default; (b) are cumulative and not exclusive; and (c)
shall be in addition to any other rights or remedies provided by law or equity.
Lender may enforce any security interest or lien in such manner and order, as to
all or any part of the Collateral as Lender, in its sole judgment, deems
appropriate. Borrower, to the extent possible, waives all rights, obligations,
or defenses now or hereafter established by law relating to the
Remedies.
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5.1
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ACCELERATION.
If an Event of Default occurs, Lender may, at its option, declare all or
any portion of the Indebtedness to be immediately due and payable without
presentment, demand, notice of non-payment,
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Page 2 of
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Filing
Ref. :
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Windfall
Investors, LLC, a California Limited Liability Company
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Customer
Number:
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1700212664
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protest or prior recourse to
Collateral, and terminate or suspend Borrower’s right to draw or request funds
on any Loan or line of credit.
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5.2
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WAIVER.
Lender’s failure to require strict compliance with any provision of this
Agreement or any other agreement between Lender and Borrower shall not
affect Lender’s right to require strict compliance with such provision.
Lender’s suspension or waiver of an Event of Default shall not affect any
other Event of Default or any of Lender’s remedies with respect thereto.
Lender’s waiver or suspension of any rights under this or any other
agreement, or Lender’s grant of any consent to Borrower, shall be
effective only if such waiver, suspension, or consent is in writing and
only to the extent specifically set forth in such
writing.
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6.
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BORROWER'S REPRESENTATIONS AND
WARRANTIES. In addition to representations and warranties
described in other Loan Documents, Borrower makes the following
representations and warranties to Lender which remain in effect until all
Indebtedness subject to this Agreement is repaid in
full:
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6.1
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FINANCIAL
STATEMENTS. All financial statements and other information both previously
and hereafter furnished by Borrower to Lender are accurate in every
material respect; there has not been any material adverse change in the
financial condition of Borrower since the date of the last financial
statement provided; Borrower has no material liabilities, fixed or
contingent, which are not fully shown or provided for in the said
financial statements as of the date
thereof.
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6.2
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PROFIT
AND LOSS INFORMATION. All submitted profit and loss information is
accurate and complete.
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6.3
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SOLVENCY.
Borrower has sufficient capital to carry on the business and is solvent
and able to pay debts as they mature, and Borrower is generally paying
such debts. Borrower owns property the fair market value of which exceeds
the dollar amount required to pay Borrower's
debts.
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6.4
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COMPLIANCE
WITH LOAN TERMS. Borrower is performing on, or is in compliance with, all
terms of all Borrower's other loans and obligations to all other
creditors, if any, and all loans and obligations to Lender, whether or not
subject to this Agreement.
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6.5
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LEGAL
ENTITY WARRANTY AND CERTIFICATION. If Borrower is a legal entity, Borrower
(and any person signing this Agreement in a representative capacity on
behalf of Borrower) represents, warrants and certifies that Borrower is
duly constituted under applicable laws and in good standing; that Borrower
has the power, authority, and appropriate authorization to enter into this
Agreement, all Security Instruments and any other Loan Document in
connection with any Loan; that when executed this Agreement, all Security
Instruments and any other Loan Document in connection with this Agreement
shall be valid and legally binding on Borrower. If the Borrower is a
trust, each trustee executing this Agreement on behalf of the trust also
represents, warrants and certifies that this Agreement, all Security
Instruments and other Loan Documents are being executed by all the
currently acting trustees of the trust and that the trust has not been
revoked, modified, or amended in any manner which would cause any of the
foregoing to be incorrect.
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6.6
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HAZARDOUS
SUBSTANCE INDEMNITY. Borrower indemnifies and agrees to hold Lender
harmless from any losses or damages suffered by Lender that arise from the
release, threatened release, discharge, manufacture, use, storage,
transportation or presence of any hazardous substance in connection with
the business of Borrower or on any real property owned or occupied by
Borrower, whether or not pledged as security for this Agreement. The
indemnity covers the officers, directors, agents, and attorneys of Lender
and extends to attorney's fees and other costs and expenses incurred by
Lender in connection with the foregoing. The term "hazardous" or "toxic"
or subject to any other deleterious classification under any federal,
state, or local law. This indemnity shall be construed as being in
addition to any similar provision in any Security Instrument.
NOTWITHSTANDING
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Page 3 of
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Filing
Ref. :
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Windfall
Investors, LLC, a California Limited Liability Company
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Customer
Number:
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1700212664
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ANY OTHER
PROVISION OF THIS AGREEMENT OR THE LOAN DOCUMENTS, THIS INDEMNITY SHALL SURVIVE
REPAYMENT OF THE INDEBTEDNESS.
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7.
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SPECIAL LOAN CONDITIONS, COVENANTS AND
REQUIREMENTS. Borrower covenants and agrees with Lender as
follows:
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7.1
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FINANCIAL
PERFORMANCE.
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7.1.1
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No
other financial performance covenants are imposed at this time unless
provided elsewhere herein or in other Loan
Documents.
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7.2
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INSURANCE.
In addition to the insurance requirements described in other Loan
Documents, Borrower shall provide, maintain and deliver to Lender fire and
extended coverage, flood and any and all other types of insurance in terms
and amounts as may be required by law or Lender from time to time, with
loss payable endorsements solely in favor of Lender or, for real property
secured loans, naming Lender as
mortgagee.
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7.3
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FINANCIAL
INFORMATION. At Lender's request, Borrower shall provide to Lender
financial information in a form acceptable to Lender, including, when so
required, a current balance sheet and income statement. In the case of
multiple Borrowers, financial information must be provided for each
Borrower as requested by
Lender.
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Financial
Information shall be provided as described below:
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7.3.1
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Financial
information shall be provided at such times during the term of this
Agreement as Lender may
request.
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7.4
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ENVIRONMENTAL.
In addition to the environmental requirements described in other Loan
Documents, Borrower shall comply with the following additional
requirements:
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7.4.1
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No
other environmental requirements are imposed at this time unless
providedelsewhere
herein or in other Loan Documents.
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7.5
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NEGATIVE
COVENANTS. In addition to the negative covenants set forth in other Loan
Documents, Borrower will not take any of the following actions without the
prior written approval of Lender during the term of this Agreement and
until all Loans are paid in
full:
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7.5.1
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Sell
Borrower's business, abandon or cease business operations, or merge
orconsolidate
with any third party or entity.
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7.5.2
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Dispose
of all or a substantial portion of Borrower's business assets by sale,
transfer, lease, gift, abandonment or otherwise, except for sales of
inventory in the ordinary course of
business.
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7.5.3
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Obtain
credit or loans from other lenders other than trade credit customary in
Borrower's business.
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7.5.4
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Become
a guarantor or surety on, or otherwise become liable for, the debts
orobligations
of any third party person, or any entity or
firm.
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7.5.5
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Mortgage,
pledge, lease for a period exceeding one year or otherwise make or allow
thefiling
of a lien on any loan collateral.
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8. AGENCY. Each of the undersigned hereby
appoints each of the other undersigned as his, her or its agent for purposes of
the within obligations until written notice of termination of such agency is
actually received by Lender. This Agency shall include, but not be limited to,
the authority to vote all stock or participation certificates required by
Lender’s bylaws, request and receive Loan disbursements, and receive on behalf
of all the undersigned any check, payment, document or notice given in
connection with this Agreement or any Loan.
Page 4 of
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Filing
Ref. :
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Windfall
Investors, LLC, a California Limited Liability Company
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Customer
Number:
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1700212664
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9. INSPECTION AND ACCESS. While this Agreement
is in effect Borrower will: (a) at Lender's request, furnish information to
Lender relating to Borrower's business and financial affairs, (b) permit Lender
to examine Borrower's books and records; and (c) allow Lender to inspect and
appraise Lender's Collateral at reasonable times and places.
10. REQUIRED ACTIONS. While this Agreement is
in effect Borrower will: (a) maintain all other Loans with Lender in a current
status; (b) comply with all terms and conditions of all other documents executed
in connection with this Agreement; and (c) execute, deliver, file and or record
such documents or instruments, or take such other actions, as may be reasonably
required by Lender to effectuate the intention of this transaction, or to assure
the enforceability and collectability of the Indebtedness, Note or any Security
Instrument, Loan Document or lien, or to otherwise protect or enforce the rights
of Lender thereunder.
11. MISCELLANEOUS COSTS. Lender may, but is not
required to pay: (a) the cost of any services requested by Borrower and rendered
by or through Lender such as credit life insurance or crop or property
insurance; (b) any amounts required to satisfy taxes, assessments or liens on
the Collateral, to maintain insurance, or to perform any other obligation under
this Agreement or other Loan Documents; (c) all costs and expenses, including
attorneys’ fees, incurred in connection with the preparation, execution, or
administration of any Loan; (d) any bill of sale, sight or expense drafts drawn
by Borrower and presented to Lender for payment of purchases or expenses
authorized by Lender; and (e) charges by suppliers of goods or services included
in any budget for which Borrower borrows funds hereunder. Lender may, at its
option, add such amounts to any portion of the Loan, and charge interest on such
amounts at the interest rate applicable to the Loan.
12. TRANSFER BY LENDER. Lender may sell,
transfer or assign this Agreement or any portion thereof, and deliver to the
transferee(s) ("Holder") all or any
portion of the property then held by it as security hereunder, and the Holder
shall thereupon become vested with all the power and rights herein given to
Lender with respect thereto and at such time the term "Lender" as herein used
shall be deemed to mean and include the "Holder"; and Lender shall thereafter be
forever relieved and fully discharged from any and all liability or
responsibility to Borrower, but Lender shall retain all rights and powers hereby
given with respect to property not so transferred, sold or
assigned.
13. FEES AND CHARGES OF ATTORNEYS AND OTHERS.
In the event that Lender utilizes the services of attorneys, accountants,
appraisers, consultants, or other professional or outside assistance, including
the services of in-house counsel or any other attorney or professional who is an
employee of Lender, the reasonable amount of fees, costs and expenses (“Expenses”) incurred by Lender to utilize such
persons in connection with any of the following shall be payable by Borrower on
demand and Lender may, at its option, add the amount of such Expenses to any
portion of the Indebtedness, plus an appropriate amount of stock or
participation certificates required as required by federal law or regulation or
Lender’s bylaws, and charge interest on such amount at the interest rate
applicable to such portion of the Indebtedness:
(a) The
preparation, modification or enforcement of this Agreement and any other
agreement or Loan Document incident to the Indebtedness or to the
Collateral;
(b)
Advising Lender concerning its legal rights and obligations with regard to this
Agreement and any other agreement or Loan Document incident to the Indebtedness,
or to the Collateral, including advising Lender with regard to the extent of
Lender’s rights, if any, under the provisions of the Farm Credit Act of 1971, as
amended, Farm Credit Administration regulations, any policy or program of
Lender, or any other state or federal law;
(c) Any
litigation, dispute, proceeding, or action (whether terminated or dismissed
prior to judgment, reduced to judgement or otherwise finally resolved), and
whether instituted by Lender, Borrower or any other person, relating to this
Agreement, the Indebtedness or any Loan, any other Loan Document, the Collateral
or Borrower’s affairs;
(d) The
furtherance of Lender’s interest in any bankruptcy, insolvency, or
reorganization case or proceeding instituted by or against Borrower, including
any steps to (i) modify or terminate the automatic stay, (ii) prohibit or
condition Borrower’s use of cash Collateral, (iii) object to any disclosure
statement or plan, (iv) propose or confirm a plan, and (v) prosecute or defend
adversary proceedings or contested matters, and take or defend examinations or
discovery, whether or not related to any adversary proceeding or contested
matter,
Page 5 of
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Filing
Ref. :
|
Windfall
Investors, LLC, a California Limited Liability Company
|
|
Customer
Number:
|
1700212664
|
whether terminated or
dismissed prior to judgment, reduced to judgement or otherwise finally
resolved;
(e) The
inspection, verification, protection, collection, processing, sale, liquidation,
or disposition of the Collateral; and
(f) Any
of the type of Expenses referred to in (a) through (e) above incurred by Lender
in connection with any guaranty of the Indebtedness.
The
Expenses described herein and elsewhere in this Agreement shall be in addition
to those set forth in any Security Instrument, other Loan Document or any other
written agreement between Lender and Borrower.
14.
TRANSACTION SUMMARY. All disbursements and repayments shall be
posted on Lender's accounting records. In its sole discretion, Lender may apply
any payment received from or on behalf of Borrower and any proceeds of
Collateral to interest, principal, or any part of the Indebtedness. Any payment
received by Lender after Lender has closed its books for the day will be applied
on the next business day. Periodically, Lender shall send Borrower a transaction
summary, statement or a similar loan accounting. If Borrower fails to object to
this accounting in writing within 30 days of its mailing by Lender, Borrower
shall have waived any right to object to the accounting’s accuracy and the
accounting may be admitted into evidence by Lender to establish the balance due
Lender in any legal proceeding arising between the parties.
15. NOTICES. Borrower shall promptly give
written notice to Lender of: (a) any enforcement action brought against Borrower
by any governmental regulatory body or law enforcement authority or any dispute
between Borrower and any such authority or body; (b) any pending or threatened
litigation or court proceeding brought against Borrower; (c) the death or
disability of any Borrower or guarantor; (d) any material adverse change in
Borrower's business or financial condition; (e) the occurrence of any default or
Event of Default, or any event that with a lapse of time or the giving of notice
or both would become a default or an Event of Default under any obligation of
Borrower to Lender or in which Lender has an interest; (f) any change in
management or ownership of Borrower’s business or operations; (g) any default on
loans or credit arrangements with any other creditors; (h) any location change
or new location of Borrower’s office or site of operation; (i) any change to an
out of state location for any Collateral; and (j) restriction, suspension,
revocation or other change in any permit(s), license(s) or authority(ies)
required to conduct Borrower's business.
16.
LOAN CHARGES. If a law, which applies to this Agreement or any
Loan and which sets maximum loan charges, is finally interpreted so that the
interest or other loan charges collected or to be collected in connection with
this Agreement exceed the permitted limits, then: (a) any such loan charge shall
be reduced by the amount necessary to reduce the charge to the permitted limit;
and (b) any sums already collected which exceeded permitted limits will be
refunded to Borrower, without interest thereon. Lender may choose to make this
refund by reducing the principal Borrower owes under this Agreement or by making
a direct payment to Borrower. If a refund reduces principal, the reduction will
be treated as a partial prepayment.
17.
BORROWER'S AUTHORITY. By signing this Agreement, Borrower warrants
that Borrower has legal authority to enter into this transaction; that the terms
and conditions of this Agreement, any other Loan Document and Security
Instrument executed in connection herewith are legally binding on Borrower and
do not contravene the terms and conditions of any other contract(s) of Borrower;
that Borrower's representations in connection with this Agreement are true and
accurate; that Borrower is not involved in, and has no expectations of
involvement in, any legal action that might impair Borrower's financial
condition or ability to continue business, and that Borrower is qualified and/or
licensed to do business in all states requiring Borrower to be so qualified or
licensed.
18. OBLIGATIONS OF PERSONS UNDER THIS
AGREEMENT. The liability of each Borrower executing this Agreement shall
be that of co-maker and not that of an endorser, guarantor or accommodation
party and shall be joint and several. The separate and community property of any
married person executing this Agreement shall be liable for the Indebtedness
evidenced hereby.
19. SPECIFIC WAIVERS OF EACH
BORROWER. The Loan Indebtedness of each Borrower is independent
Page 6 of
8
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Filing
Ref. :
|
Windfall
Investors, LLC, a California Limited Liability Company
|
|
Customer
Number:
|
1700212664
|
of the
Loan Indebtedness of all other Borrowers. Each Borrower expressly waives any
right to require Lender to proceed against any other Borrower, to proceed
against or exhaust any Collateral, to pursue any remedy Lender may have at any
time, and the benefit of any statute of limitations affecting its liability
under this Agreement or any other Loan Document. Each Borrower waives any and
all defenses by reason of (a) any disability or other defense of any other
Borrower with respect to the Indebtedness owed to Lender, (b) the termination
for any reason whatsoever of the liability of any other Borrower, (c) any act or
omission of Lender that directly or indirectly results in or aids the discharge
or release of any other Borrower, any guarantor, or any security provided by any
Borrower or guarantor, (d) the failure by Lender to perfect any security
interest or lien on any Collateral, and (e) an election of remedies by Lender,
even though that election of remedies, such as a nonjudicial foreclosure with
respect to security for this Agreement, has destroyed Borrower's rights of
subrogation, contribution, reimbursement, indemnity, set off, or other recourse
against another Borrower by the operation of Section 580d of the California Code
of Civil Procedure or otherwise or under similar laws in other
jurisdictions.
|
19.1
|
BORROWER
FURTHER AGREES. Each Borrower agrees that Lender may at any time, without
notice, release all or any part of the Collateral securing the
Indebtedness (including all or any part of the premises covered by any
mortgage or deed of trust), grant extensions, change terms of payment,
deferments, renewals or reamortizations of any part of the Indebtedness,
and release from personal liability any one or more of the parties who are
or may become liable for the Indebtedness; all without affecting the
personal liability of any other party. Borrower also severally waives any
and all other defense or right of offset against the Holder hereof. No
Borrower shall have any right of subrogation, contribution, reimbursement,
indemnity, set off, or other recourse and waives the benefit of, or any
right to participate in, any Collateral until such time as all of the
obligations owed by Borrower to Lender under this Agreement shall have
been paid in full. Each Borrower, to the extent it may lawfully do so,
waives any defense under California anti-deficiency statutes, or
comparable provisions of the laws of any other state to the recovery of a
deficiency after a foreclosure sale of such
property.
|
|
19.2
|
BORROWER
FURTHER REPRESENTS AND WARRANTS. Each Borrower represents and warrants to
Lender that it has established adequate means of obtaining from each other
Borrower, on a continuing basis, information pertaining to the businesses,
operations and conditions (financial or otherwise) of each other Borrower
and its properties, and each Borrower now is and will be familiar with the
businesses, operations and conditions (financial or otherwise) of each
other Borrower and its properties. Each Borrower waives and relinquishes
any duty on the part of Lender (if such duty exists) to disclose to any
Borrower any matter, fact or thing related to the businesses, operations,
or conditions (financial or otherwise) of any other Borrower or its
properties. Without limiting the generality of the foregoing, each
Borrower waives any defenses or rights arising under or of the kind
described in California Civil Code sections 2795, 2808, 2809, 2810, 2815,
2819 through 2825 (inclusive), 2832, 2839, and 2845 through 2850
(inclusive) and similar laws in other
jurisdictions.
|
20. NO ORAL AGREEMENTS. The representatives of
Lender are not authorized to make any oral agreements or assurances. Do not sign
this Agreement if you believe that there are any agreements or understandings
between you and Lender that are not set forth in writing in this Agreement or
the other Loan Documents.
21. SUCCESSORS AND ASSIGNS. This Agreement, any
Supplement and all other Loan Documents are binding on Borrower’s and Lender’s
successors and assignees. Borrower shall not assign this Agreement any Loan or
Loan Document without Lender’s prior written consent. Lender may sell
participations in or assign this Agreement, and may exchange financial
information about Borrower with actual or potential participants or assignees.
If a participation is sold or the Agreement is assigned, the purchaser will have
the right of set-off against Borrower.
22. SEVERABILITY; COUNTERPARTS. If one or more
of the provisions of this Agreement, any Security Instrument or any other Loan
Documents should be deemed or held to be invalid, illegal, unenforceable or
against public policy in any respect, the validity, legality, and enforceability
of the remaining provisions shall not in any way be affected or impaired. To the
extent any waiver of a right by Borrower hereunder may be contrary to
Page 7 of
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Filing
Ref. :
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Windfall
Investors, LLC, a California Limited Liability Company
|
|
Customer
Number:
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1700212664
|
applicable law, such waiver shall be deemed made to the extent allowed by such law. To the extent Nevada law applies, Borrower does not waive any right relating to the sale of real property provided under Nevada law. This Agreement may be signed in one or more counterparts which shall constitute one and the same Agreement.
23.
CAPTIONS. Captions used in this Agreement are inserted only as a
matter of convenience and for reference, and in no way define, limit or describe
the scope or intent of any term or provision. As used herein, the word
“including” means “including without limitation” and/or “including but not
limited to”.
24.
APPLICABLE LAW. This Agreement and any other Loan Document shall
be governed by federal law, to the extent applicable, and shall otherwise be
governed by the laws of the state specified in the address of Lender, on page 1.
Any Loan Document specifying governing laws of a different state shall be
governed thereby.
25.
ENTIRE AGREEMENT; AMENDMENTS MUST BE IN WRITING. This Agreement
and all other Loan Documents constitute the entire agreement between the Parties
on the subject matter hereof; superseding all prior negotiations,
communications, discussions, oral agreements, and promises concerning the
Indebtedness or any Loan. This Agreement does not supersede any Loan Document(s)
pertaining to other outstanding loan(s) of Borrower with Lender except as
specified herein. This Agreement may be amended or modified only by a written
instrument executed by Lender and Borrower.
Signature(s):
Windfall
Investors, LLC, a California Limited Liability Company
By: Limoneira Company, a Delaware Corporation,
Manager/Member
|
By:
|
|
5/27/2010
|
|
Harold
S. Edwards, President
|
||
|
By:
|
|
5/27/2010
|
|
Don
Delmatoff, Secretary
|
Page 8 of
8
|
Filing
Ref. : Windfall Investors, LLC, a California Limited Liability Company
|
Loan
/ Supplement
|
8309256/101
|
|
|
Number:
Customer
Number:
|
1700212664
|
PROMISSORY
NOTE AND SUPPLEMENT
TO
MASTER LOAN AGREEMENT
This
Non-revolving Credit Facility Supplement (alternately, “Note” or “Supplement”) to a Master Loan Agreement dated
May 07, 2010 (“MLA”) is established as of May 07, 2010 between the undersigned Borrower
and Lender identified herein.
1. PROMISE TO PAY. For value received, the
undersigned (collectively, “Borrower”) as
principals jointly and severally promise to pay to the order of Farm Credit West, PCA (“Lender”), a corporation organized and existing
under the laws of the United States of America, with its office at 2031 Knoll Drive, Ventura, CA 93003-7301
or at such other place as may be designated in writing by Lender, the principal
sum of $13,000,000.00 (Thirteen Million
Dollars and Zero Cents) (“Commitment”),
or so much of that sum as may be advanced by Lender from time to time, together
with interest on the unpaid principal balance as specified in Section 3 below.
All defined terms used in this Supplement shall have the same meaning as set
forth in the MLA. All Indebtedness owed hereunder shall be payable only in
lawful money of the United States of America.
|
1.1
|
NON-REVOLVING CREDIT FACILITY. On the
terms and conditions in the MLA and this Supplement, Lender agrees to make
Loan advances to Borrower during the period set forth below in the
aggregate principal amount not to exceed at any one time outstanding the
Commitment or the borrowing base or other guidelines where applicable,
whichever is less. Amounts borrowed and later repaid may not be
reborrowed.
|
|
1.2
|
TERM. The term of the Commitment shall be
from the date of this Supplement up to but not including the Maturity
Date, or such later date as Lender may in its sole discretion authorize in
writing. Borrower may draw funds only during the term of the
Commitment.
|
|
1.3
|
ONGOING REQUIREMENTS AND REPRESENTATIONS.
At the time of any draw request or draw by Borrower or advance of Loan
funds by Lender, Borrower shall not be in default. Any request for or
acceptance of a draw by Borrower constitutes an ongoing representation and
warranty by Borrower that Borrower continues to comply with the conditions
and requirements set forth in this Agreement, the Security Instruments or
any Loan Document in connection herewith, and that title to the Property
defined in the Security Instruments has not been transferred without
Lender’s written consent. If a default occurs, one of Lender’s remedies
includes Lender’s right to immediately terminate Borrower’s right to make
draws hereunder, with or without notice to
Borrower.
|
|
1.4
|
PROCEDURE FOR DRAWING FUNDS. All draws
requested hereunder shall comply with applicable procedures established by
Lender from time to time. Lender’s records shall be conclusive evidence of
draw requests. Each advance of Loan funds hereunder may be made upon a
verbal, written, or telecopied request from Borrower to Lender. Lender may
rely on any verbal request for a draw as fully as if such request were in
writing. Upon fulfillment of the applicable conditions for making a draw,
Lender shall disburse the amount of the requested draw to Borrower in such
manner as Lender and Borrower may from time to time
agree.
|
2.
PAYMENTS.
Thirty-Five (35) Monthly interest only payments
in the amount billed, beginning on June 01,
2010. One (1) installment of
interest in the amount billed and principal, to be made on May 01, 2013.
Payments,
other than those required as specified in this Section or elsewhere herein, may
be made at any time and in any amount during the term of this Note, unless
limited or prohibited herein or unless otherwise required by Lender in writing.
This Loan is due and payable in full on May 01, 2013 (“Maturity Date”), at which time Borrower shall
pay the unpaid principal balance and all accrued interest in full.
Page 1 of
5
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Filing
Ref. : Windfall Investors, LLC, a California Limited Liability Company
|
Loan
/ Supplement
|
8309256/101
|
|
|
Number:
Customer
Number:
|
1700212664
|
At
Lender’s option, a change in the interest rate or an advance may either increase
or decrease one or more of the following: the amount of each installment due,
the amount of the final installment (resulting in a final installment due at the
Maturity Date which may be greater than any previous installments) or the total
number of installments due.
3.
INTEREST.
|
3.1
|
INITIAL INTEREST RATE. The interest rate
applicable to the Note is a Variable Interest Rate (“Variable Interest Rate”) and shall change
in accordance with Sections 3.2 through 3.3 below. Interest shall accrue
at the variable interest rate as established by Lender for the interest
rate group to which this Note is
assigned.
|
Interest
will be charged on the entire unpaid principal balance of this Note, including
payments not made when due and any other sums owing hereunder. Interest charged
hereunder, including any acceleration interest rate, all late charges, default
interest and other charges, and all other amounts charged hereunder, shall not
be limited by the laws of any state, including any state laws relating to a
legal rate or other interest rate, but shall be governed solely by applicable
federal laws.
Interest
will be calculated on the basis of a 365-day year and the actual number of days
in each month. Interest charges will begin on the date Lender disburses
principal and continue until the Indebtedness is paid in full with interest. The
initial interest rate in effect on this date is 3.50 % per annum (“Initial Interest Rate”).
|
3.2
|
CHANGE IN INTEREST RATE AND INTEREST RATE
GROUP. The Variable Interest Rate applicable to this Note may be
adjusted automatically as of the first day of any month to the rate then
made applicable to the Note’s assigned interest rate group under the
provisions of Lender's Variable Interest Rate Plan in effect at that
time.
|
In
adjusting the rate, Lender considers certain standard factors set forth in the
plan, including but not limited to, changes in its costs of funds, operating
expenses, earnings requirements to meet certain capital objectives, credit risk
factors, and the competitive environment, which factors may change during the
term of the Loan.
Borrower
understands and agrees that (a) the interest rate group to which this Note is
assigned may be changed at any time to any other interest rate group based on
Lender's evaluation of the change in Borrower's credit quality, quality of
collateral, costs of servicing the loan, and other factors which are set forth
in Lender's interest rate plan in effect at that time; and (b) the interest rate
group may be automatically adjusted to the highest interest rate group if a
default shall occur under this Note or under any other note or agreement between
Borrower and Lender.
|
3.3
|
NOTICE. If Lender changes Borrower's
Variable Interest Rate, Lender will give Borrower notice of such rate
change to the extent required by and in accordance with the then
applicable law.
|
4. INTEREST FOR OVERDUE PAYMENTS. Any interest
or other sum owed hereunder which is not paid when due shall be added to the
outstanding principal balance of the Loan and such combined amount shall
thereafter bear interest at the same rate as the principal portion of the
Loan.
5. DEFAULT AND REMEDIES. Borrower is in default
on this Supplement under the circumstances described in the MLA governing this
Supplement. If a default occurs, Lender shall have all the Remedies described in
the MLA.
|
6.
|
SECURITY. The security given by Borrower
to Lender includes, without limitation the
following:
|
|
6.1
|
This
Note is secured by a real estate Deed of Trust dated 05/07/2010 to be recorded in the official
records of Ventura County, State of
California.
|
Page 2 of
5
|
Filing
Ref. : Windfall Investors, LLC, a California Limited Liability Company
|
Loan
/ Supplement
|
8309256/101
|
|
|
Number:
Customer
Number:
|
1700212664
|
|
6.2
|
By
signing below, the undersigned individually and collectively certify that
there have been NO CHANGES in the ownership, condition, or location of any
collateral previously pledged to Lender, which is also pledged as
Collateral for this Note.
|
7. PREPAYMENT; REAMORTIZATION; REFINANCE; INTEREST
RATE CONVERSION. A payment, in any amount, made in advance of the
scheduled payment date is a “prepayment.”
If Borrower, in making a prepayment, intends the prepayment to be applied to
reduce the principal balance of the Note, Borrower must so inform Lender in
writing accompanying the prepayment. Unless agreed to in writing otherwise,
Lender may apply all prepayments in such manner as Lender, in its sole
discretion, may determine. Borrower may make a full or partial prepayment on any
business day without paying a prepayment fee.
Upon the
making of a partial prepayment, Borrower may request to have the amount of
future installments reamortized over the remaining term of the loan, but only if
Borrower so notifies Lender at the time Borrower makes the partial prepayment
and only if, upon Lender’s approval of the request, Borrower pays to Lender any
fees and costs that Lender may charge for such reamortization.
Lender
may from time to time offer other loan or interest rate products for which
Borrower qualifies. Borrower acknowledges that it may not refinance or convert
this Note to another loan or interest rate product with Lender unless Borrower
qualifies for such loan or product and pays to Lender any fees and costs that
Lender may charge for such refinance or conversion.
8. LEGAL ENTITY STATUS. If any Borrower is a
legal entity, by signing below, the undersigned representatives of such entity
certify that there have been NO CHANGES in: the entity’s owners, directors,
officers, partners, managers, trustees or beneficiaries; or in the entity’s
lawful powers to borrow or encumber entity assets to secure its debts; or in the
authority of any person signing below to act for and bind the entity; or in the
entity’s Articles, Bylaws, Partnership Agreement, Management or Operating
Agreement, Declaration of Trust, or other applicable legal documents creating or
sustaining the entity since the execution of the last statement to
Lender.
9. REIMBURSEMENT OF CHARGES. If any farm credit
bank or any other provider of financing or funding to Lender shall assess
against Lender any fee, cost, charge, or other amount with respect to the
Indebtedness, Borrower shall reimburse Lender on demand for the amount thereof,
regardless of whether such assessment arose from actions taken by
Borrower.
10. REAL ESTATE SECURED NOTE. This Note is
secured by a Security Instrument which describes how and under what conditions
all amounts owed under this Note may become immediately due and payable. One of
those conditions relates to any transfer of the property covered by the Security
Instrument and to certain other transfers. Refer to each Security Instrument for
the specific conditions and requirements. When the Security Instrument is a Deed
of Trust, the Deed of Trust provides as follows:
DUE ON SALE OR TRANSFER. In the event the
herein-described Property, (including any existing or subsequently acquired or
created Water Asset), or any part thereof, or any interest therein, is
transferred or agreed to be transferred, without Beneficiary's prior written
consent, all Indebtedness, irrespective of the maturity dates, at the option of
the holder hereof, and without demand or notice,
Page 3 of
5
|
Filing
Ref. : Windfall Investors, LLC, a California Limited Liability Company
|
Loan
/ Supplement
|
8309256/101
|
|
|
Number:
Customer
Number:
|
1700212664
|
shall
immediately become due and payable. As used herein, “transferred” means sold,
conveyed, alienated, exchanged, transferred by gift, further encumbered,
pledged, hypothecated, made subject to an option to purchase, or otherwise
disposed of, directly or indirectly, or in trust, voluntarily or involuntarily,
by Trustor or by operation of law or otherwise. Failure to exercise such option
shall not constitute a waiver of the right to exercise this option in the event
of subsequent transfer or subsequent agreement to transfer.
If
Trustor is an entity other than a natural person (such as a corporation or other
organization), then all Indebtedness, irrespective of the maturity date, at the
option of Beneficiary, and without demand or notice, shall
become immediately due and payable if: (a) a beneficial interest in Trustor is
transferred; (b) there is a withdrawal or removal of a general partner of a
partnership or a manager of a limited liability company; (c) there is a transfer
in the aggregate of more than 25% of the voting stock of Trustor, if Trustor is
a corporation, or there is a transfer in the aggregate of more than 25% of the
partnership interests or membership interests, if Trustor is a partnership,
limited liability company or similar entity; or (d) Trustor is dissolved or its
existence as a legal entity is terminated.
|
11.1
|
DISBURSEMENT
INSTRUCTIONS.
|
Initial
disbursement will be applied to pay-off of Borrowers Loan No’s. 3843165-101 and
3843165-201, with Lender.
Signatures
appear on the following page
REPRESENTATIVES
OF LENDER ARE NOT AUTHORIZED TO MAKE ANY ORAL AGREEMENTS OR ASSURANCES. DO NOT
SIGN THIS AGREEMENT IF YOU BELIEVE THAT THERE ARE ANY AGREEMENTS OR
UNDERSTANDINGS BETWEEN YOU AND LENDER THAT ARE NOT SET FORTH IN WRITING IN THIS
AGREEMENT OR IN OTHER LOAN DOCUMENTS PERTAINING TO THIS
LOAN.
Signature(s):
Windfall
Investors, LLC, a California Limited Liability Company
By: Limoneira Company, a Delaware Corporation,
Manager/Member
|
By:
|
|
5/27/2010
|
|
Harold
S. Edwards, President
|
||
|
By:
|
|
5/27/2010
|
|
Don
Delmatoff, Secretary
|
Page 4 of
5
|
Filing
Ref. : Windfall Investors, LLC, a California Limited Liability Company
|
Loan
/ Supplement
|
8309256/101
|
|
|
Number:
Customer
Number:
|
1700212664
|
INDORSEMENT – The within Note is hereby
indorsed by the payee named in the body of said Note as if the name of the payee
were actually executed under the indorsement.
PAY TO
THE ORDER OF U.S. AgBANK, FCB, Wichita, Kansas
Page 5 of
5
| Request and Agreement for Extension - Multiple Accounts 11193 12/99 |
Page 1
|
|
REQUEST
AND AGREEMENT FOR EXTENSION
|
|
|
Borrower:
Windfall Investors, LLC
Lender:
Farm Credit West, PCA
|
Office:
Loan
Number:
|
VENTURA
3843165
|
|
Loan
Type & Program: Short Term & Loan Account ST
|
Amount:
|
$10,500,000.00
|
|
Application
Date: 04-30-2010
REQUEST FOR EXTENSION of Short Term
Loan
Approval
is requested to change payment schedule to:
|
Proposed
Repayment Schedule
|
Acct
No.
|
Type/Class
Acct
|
Acct
Amount
|
Schedule
Type
|
Payment
Amount
|
Frequency
Type
|
First
Payment
|
No.
of
Pmts
|
|
101
|
Capital
|
$5,570,027.83
|
Interest
|
Interest
Only
|
Monthly
|
05-01-2010
|
2
|
|
Principal
& Interest
|
$5,570,027.83
|
Once
|
06-01-2010
|
1
|
|||
|
201
|
Special
intermediate
|
$4,929,972.17
|
Interest
Only
|
Interest
Only
|
Monthly
|
05-01-2010
|
2
|
|
Principal
& Interest
|
$4,929,972.17
|
Once
|
06-01-2010
|
1
|
Borrower
has requested, and Farm Credit West, PCA (“FCW, PCA”) has approved, an extension
of the maturity date of Loan No. 3843165 (“Loan”) and
all subject “accounts” as noted in the schedule above, from the current maturity
dates of May 1, 2010
to June 1, 2010. In consideration of the terms and provisions contained
herein, and other valuable consideration, the receipt of which is hereby
acknowledged, Borrower and FCW, PCA agree as follows:
|
1.
|
The
terms and conditions in the original Master Loan Agreement dated
September
23, 2005 (“MLA”) and the Promissory
Note and Supplement to Master Loan Agreement (“Note”) dated May 28, 2008
and September
23, 2005, are
hereby amended to extend the maturity date of the Note to June 1,
2010.
|
|
2.
|
It
is expressly understood and agreed that, except as specifically amended
herein, all other terms and conditions of the MLA, Note and other loan
documents evidencing and/or relating to the Loan shall remain in full
force and effect.
|
This
Request and Agreement for Extension is dated and effective May 1,
2010.
Borrower:
Windfall Investors,
LLC, a California Limited Liability Company
By:
Limoneira Company, a Delaware Corporation, Member
|
By:
|
|
|
Harold
S. Edwards, President
|
|
|
By:
|
|
|
Don
Delmatoff,
Secretary
|
Lender:
Farm
Credit West, PCA
|
By:
|
|
|
Patrick
J. Kelley, Vice
President
|