Exhibit 10.26

 

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 COMPANY, WELLS FARGO BANK, NATIONAL ASSOCIATION, AND THE OTHER LENDERS AND BORROWERS PARTY THERETO

 

Schedule A-1

 

Agent’s Account

 

An account at a bank designated by Agent from time to time as the account into which Borrowers shall make all payments to Agent for the benefit of the Lender Group and into which the Lender Group shall make all payments to Agent under this Agreement and the other Loan Documents; unless and until Agent notifies Borrowers and the Lender Group to the contrary, Agent’s Account shall be that certain deposit account bearing account number [***], reference Inventure Foods, Inc., and maintained by Agent with Wells Fargo Bank, National Association, 420 Montgomery Street, San Francisco, CA, ABA #[***].

 

 




[***] 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.              Terry McDaniel

2.              Steve Weinberger

3.              Tara Kreizenbeck

 











 

Schedule C-1

 

Commitments

 

	
Lender
    	
 
    	
Revolver Commitment
    	
 
    
	
Wells   Fargo Bank, National Association
    	
 
    	
$
    	
50,000,000
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
All   Lenders
    	
 
    	
$
    	
50,000,000
    	
 
    


 











 

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:  101 N First Avenue, Phoenix

 




[***] 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.
    	
 
    	
La Cometa   Properties, Inc.
    	
 
    	
3500 S. La Cometa Drive
   Goodyear, AZ 85338
    
	
2.
    	
 
    	
Fresh Frozen   Foods, Inc.
    	
 
    	
1814 Washington Street
   Jefferson, GA 30549
    
	
3.
    	
 
    	
Fresh Frozen   Foods, Inc.
    	
 
    	
600 Cassidy Road
   Thomasville, GA 31792
    
	
4.
    	
 
    	
La Cometa   Properties, Inc.
    	
 
    	
705 W. Dustman Road
   Bluffton, IN 46714
    




 

(b)                                 Leased properties containing inventory

 


	
 
    	
 
    	
Tenant
    	
 
    	
Address
    
	
1.
    	
 
    	
Inventure Foods, Inc.
    	
 
    	
5415 E. High Street, Suite 350
   Phoenix, AZ 85054
    
	
2.
    	
 
    	
Inventure Foods, Inc.
    	
 
    	
2994 82nd Avenue NE
   Salem, OR 97305
    
	
3.
    	
 
    	
Inventure Foods Inc.
    	
 
    	
Leased Agricultural Property - Approximately 42   acres of land situated in Whatcom County, WA
    
	
4.
    	
 
    	
Rader Farms, Inc.
    	
 
    	
Leased Agricultural Property - Approximately 102.6   acres of land situated at 6757 Nooksack Road, Everson, Whatcom County, WA
    
	
5.
    	
 
    	
Rader Farms, Inc.
    	
 
    	
Leased Agricultural Property - Approximately 696   acres of land situated in Whatcom County, WA
    
	
6.
    	
 
    	
Inventure Foods, Inc.
    	
 
    	
1955 W. Lancaster Street I
   Bluffton, IN 46714
    
	
7.
    	
 
    	
Inventure Foods, Inc.
    	
 
    	
101 N. 104th Avenue
   Tolleson, AZ 85353
    
	
8.
    	
 
    	
Inventure Foods, Inc.
    	
 
    	
3001 N. 9th Avenue
   Pensacola, FL 32503
    
	
9.
    	
 
    	
Rader Farms, Inc.
    	
 
    	
500 Orchard Drive
   Bellingham, WA 98226
    
	
10.
    	
 
    	
Willamette Valley Fruit Company
    	
 
    	
1440 Salem Industrial Drive NE
   Salem, OR 97301
    




 











 

(c)                                  Inventory stored pursuant to bailment, etc.

 


	
 
    	
 
    	
Inventure Foods Entity
    	
 
    	
Address of Storage Facility
    
	
1.
    	
 
    	
Inventure Foods, Inc.
    	
 
    	
2120 E Washington Boulevard Suite B
   Fort Wayne, IN 46803
    
	
2.
    	
 
    	
Inventure Foods, Inc.
    	
 
    	
1025 Osage Street
   Fort Wayne, IN 46808
    
	
3.
    	
 
    	
Inventure Foods, Inc.
    	
 
    	
1150 North Main Street
   Bluffton, IN 46714
    
	
4.
    	
 
    	
Inventure Foods, Inc.
    	
 
    	
1126 Raymond Bland Road
   Glennville, GA 30427
    
	
5.
    	
 
    	
Willamette Valley Fruit Company
    	
 
    	
4735 Brooklake Road NE
   Salem, OR 97305
    
	
6.
    	
 
    	
Willamette Valley Fruit Company
    	
 
    	
4095 Portland Road NE
   Salem, OR 97301
    
	
7.
    	
 
    	
Willamette Valley Fruit Company
    	
 
    	
1440 Silverton Road
   Woodburn, OR 97071
    
	
8.
    	
 
    	
Willamette Valley Fruit Company
    	
 
    	
1440 Salem Industrial Drive NE
   Salem, OR 97301
    
	
9.
    	
 
    	
Willamette Valley Fruit Company
    	
 
    	
17400 NE Sacramento Street
   Portland, OR 97230
    
	
10.
    	
 
    	
Willamette Valley Fruit Company
    	
 
    	
4124 24th Avenue
   Forest Grove, OR 97116
    
	
11.
    	
 
    	
Willamette Valley Fruit Company
    	
 
    	
19450 NE San Rafael Street
   Portland, OR 97230
    
	
12.
    	
 
    	
Willamette Valley Fruit Company
    	
 
    	
3815 Marion Street SE
   Albany, OR 97322
    
	
13.
    	
 
    	
Willamette Valley Fruit Company
    	
 
    	
310 S Seneca Road
   Eugene, OR 97402
    
	
14.
    	
 
    	
Inventure Foods, Inc.
    	
 
    	
690 Heinberg Street
   Pensacola, FL 32502
    
	
15.
    	
 
    	
Rader Farms, Inc.
    	
 
    	
2201 North Wind Parkway
   Hobart, IN 46342
    
	
16.
    	
 
    	
Rader Farms, Inc.
    	
 
    	
600 Orchard Drive
   Bellingham, WA 98225
    
	
17.
    	
 
    	
Rader Farms, Inc.
    	
 
    	
3001 Athens Highway,
   Gainesville, GA 30507
    
	
18.
    	
 
    	
Rader Farms, Inc.
    	
 
    	
4735 Brooklake Road NE
   Salem, OR 97305
    
	
19.
    	
 
    	
Rader Farms, Inc.
    	
 
    	
31785 Marshall Road, R R #5
   Abbotsford, BC V2T 5Z8
    
	
20.
    	
 
    	
Rader Farms, Inc.
    	
 
    	
406 2nd Street, P.O. Box 709
   Lynden, WA 98264
    
	
21.
    	
 
    	
Rader Farms, Inc.
    	
 
    	
11850 Center Road
   San Antonio, TX 78223
    
	
22.
    	
 
    	
Fresh Frozen Foods, Inc.
    	
 
    	
3001 Athens Highway,
   Gainesville, GA 30507
    
	
23.
    	
 
    	
Fresh Frozen Foods, Inc.
    	
 
    	
4231 Profit Drive
   San Antonio, TX 78219
    
	
24.
    	
 
    	
Fresh Frozen Foods, Inc.
    	
 
    	
121 Roseway Drive
   Thomasville, GA 31792
    




 











 


	
 
    	
 
    	
Inventure Foods Entity
    	
 
    	
Address of Storage Facility
    
	
25.
    	
 
    	
Fresh Frozen Foods, Inc.
    	
 
    	
1161 Candler Road
   Gainesville, GA 30507
   and
   3801 Cornelia Highway
   Lula, GA 30554
    
	
26.
    	
 
    	
Fresh Frozen Foods, Inc.
    	
 
    	
200 North FM 509
   Harlingen, TX 78550
    
	
27.
    	
 
    	
Rader Farms, Inc.
    	
 
    	
279 Marquette Drive
   Bolingbrook, Il 60440
    
	
28.
    	
 
    	
Rader Farms, Inc.
    	
 
    	
Farmland owned by Ebe Farms located in Whatcom   County, Washington, pursuant to that certain Crop Rotation Agreement between   Rader 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.
   11100 Mead Road, Suite 200
   Baton Rouge, LA 70816
    	
 
    	
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.
   11100 Mead Road, Suite 200
   Baton Rouge, LA 70816
    	
 
    	
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
    	
 
    	
Wells Fargo Bank, NA
   300 Tri-State International, Suite 400
   Lincolnshire, IL 60069
    	
 
    	
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
   2059 Northlake Parkway, 3rd Floor North
   Tucker, GA 30084
    	
 
    	
Standard
    	
 
    	
20153654067
   Filed August 20, 2015
    	
 
    	
New kettle equipment
    
	
7.
    	
 
    	
Poore 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.
    	
 
    	
Rader Farms, Inc.
    	
 
    	
Delaware Secretary of State
    	
 
    	
Farm Credit Leasing Services Corporation
   600 Highway 169 South, Suite 300
   Minneapolis, MN 55426
    	
 
    	
Standard
    	
 
    	
20104258111
   Filed on December 3, 2010
    	
 
    	
New Holland T4050F Tractor 80 PTO (XAJD00519)
    
	
9.
    	
 
    	
Rader Farms, Inc.
    	
 
    	
Delaware Secretary of State
    	
 
    	
Farm Credit Leasing Services Corporation
   600 Highway 169 South, Suite 300
   Minneapolis, MN 55426
    	
 
    	
Standard
    	
 
    	
20114266188
   Filed on November 4, 2011
    	
 
    	
2011 Korvan 7420 Blueberry Harvester (542860600075)
    
	
10.
    	
 
    	
Rader Farms, Inc.
    	
 
    	
Delaware Secretary of State
    	
 
    	
Farm Credit Leasing Services Corporation
   600 Highway 169 South, Suite 300
   Minneapolis, MN 55426
    	
 
    	
Standard
    	
 
    	
20114284207
   Filed on November 7, 2011
    	
 
    	
2001 John Deere 7930 Tractor Row Crop   (1RW7930DH6D036080)
    
	
11.
    	
 
    	
Rader Farms, Inc.
    	
 
    	
Delaware Secretary of State
    	
 
    	
Farm Credit Leasing Services Corporation
   600 Highway 169 South, Suite 300
   Minneapolis, MN 55426
    	
 
    	
Standard
    	
 
    	
20114285121
   Filed on November 7, 2011
    	
 
    	
2911 Yanmar T80B Tractor Row Crop (010181)
    
	
12.
    	
 
    	
Rader Farms, Inc.
    	
 
    	
Delaware Secretary of State
    	
 
    	
Farm Credit Leasing Services Corporation
   600 Highway 169 South, Suite 300
   Minneapolis, MN 55426
    	
 
    	
Standard
    	
 
    	
20130359977
   Filed on January 28, 2013
    	
 
    	
2012 Oxbo 7420 Blueberry Harvester (542870600111)
    
	
13.
    	
 
    	
Rader Farms, Inc., Willamette Valley Fruit   Company
    	
 
    	
Delaware Secretary of State
    	
 
    	
Banc of America Leasing & Capital, LLC
   2059 Northlake Parkway, 3rd Floor North
   Tucker, GA 30084
    	
 
    	
Standard
    	
 
    	
20143450095
   Filed on August 27, 2014
    	
 
    	
Octofrost, Model 9/2 Tunnel Expansion Project,   including all listed equipment, components, and accessories
    
	
14.
    	
 
    	
Rader Farms, Inc., Willamette Valley Fruit   Company
    	
 
    	
Delaware Secretary of State
    	
 
    	
Banc of America Leasing & Capital, LLC
   2059 Northlake Parkway, 3rd Floor North
   Tucker, GA 30084
    	
 
    	
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
   1230 W Washington, Suite 212
   Tempe, AZ 85281
    	
 
    	
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
   800 Walnut Street, MAC N0005-044
   Des Moines, IA 50309
    	
 
    	
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.
    	
 
    	
La Cometa Properties, Inc.
    	
 
    	
3500 S. La Cometa Drive
   Goodyear, AZ 85338
    	
 
    	
See Exhibit R-1
    
	
2.
    	
 
    	
Fresh Frozen Foods, Inc.
    	
 
    	
1814 Washington Street
   Jefferson, GA 30549
    	
 
    	
See Exhibit R-2
    
	
3.
    	
 
    	
Fresh Frozen Foods, Inc.
    	
 
    	
600 Cassidy Road
   Thomasville, GA 31792
    	
 
    	
See Exhibit R-3
    
	
4.
    	
 
    	
La Cometa Properties, Inc.
    	
 
    	
705 W. Dustman Road
   Bluffton, IN 46714
    	
 
    	
See Exhibit R-4
    


 











 

Schedule 3.6

 

(a)                                 For a period of 90 days after the Closing Date, 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.

 

(b)                                 On or before the date that is 120 days after the Closing Date (or such later date as agreed to by Agent in writing in its sole discretion), the Loan Parties will deliver an aged inventory report for their “Fresh Frozen” segment to Agent, in form and substance reasonably acceptable to Agent.

 

(c)                                  On or before the date that is 30 calendar days after the Closing Date (or such later date as agreed to by Agent in writing in its sole discretion), the Loan Parties shall establish their primary depository and treasury management relationships with Wells Fargo or one or more of its Affiliates and will maintain such depository and treasury management relationships at all times during the term of the Agreement.

 

(d)                                 On or before the date that is 30 calendar days after the Closing Date (or such later date as agreed to by Agent in writing in its sole discretion), the Loan Parties shall deliver or cause to be delivered to Agent Control Agreements with respect to the Deposit Accounts and Securities Accounts maintained by any Loan Party with Wells Fargo or one or more of its Affiliates, (except to the extent excused by Section 7(k)(iv) of the Guaranty and Security Agreement), in each case in form and substance satisfactory to Agent in its Permitted Discretion, duly executed and delivered by the parties thereto, and each such agreement shall be in full force and effect.

 

(e)                                  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 second priority Mortgage (subject only to the Liens of the Term Loan Agent with respect to the Term Priority Collateral, securing the Term Loan Obligations in accordance with the terms of the Intercreditor Agreement) and all items required by Section 5.12 on each leasehold interest in Real Property (other than any such Real Property that is encumbered by a Permitted Lien) owned by the Borrowers as of the Closing Date.

 

(f)                                   On or before the date that is 90 calendar days after the Closing Date (or such later date as agreed to by Agent in writing in its sole discretion), the Loan Parties shall deliver or cause to be delivered to Agent a duly executed second lien mortgage for the property located at 600 Cassidy Road, Thomasville, GA 31792, together with a fixture filing for such property, all in form and content reasonably acceptable to Agent.

 

(g)                                  On or before the date that is 90 calendar days after the Closing Date (or such later date as agreed to by Agent in writing in its sole discretion), the Loan Parties shall deliver or cause to be delivered to Agent in respect of the Real Property Collateral: (i) second lien mortgages together with a fixture filing for each such property; (ii) title insurances; (iii) surveys; and (iv) flood insurances and comply with Section 5.6 of the Agreement in respect thereof.

 

(h)                                 At its first annual meeting of shareholders following the Closing Date, the Parent Borrower shall amend its certificate of incorporation in a manner reasonable acceptable to Agent.

 

(i)                                     Deliver to Term Loan Agent such documents and at such times as required by Schedule 8.16 of the Term Loan Credit Agreement.

 











 

(j)                                    To the extent delivered in connection with the Term Loan Credit Agreement, leasehold mortgages on leasehold interest (unless waived by Agent).

 











 

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
    	
 
    
	
La Cometa Properties, Inc.
    	
 
    	
Common Stock, no par   value
    	
 
    	
1,000
    	
 
    
	
Poore 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
    	
 
    
	
Rader 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
    	
 
    
	
La Cometa Properties, Inc.
    	
 
    	
Common Stock
    	
 
    	
100,000
    	
 
    	
1,000
    	
 
    	
100
    	
%
    
	
Poore 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
    	
%
    
	
Rader 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 4.11

 

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.
    	
 
    	
Rader 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.
    	
 
    	
Rader 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.
    	
 
    	
La Cometa Properties, Inc.
    	
 
    	
3500 S. La Cometa Drive
   Goodyear, AZ 85338
    
	
2.
    	
 
    	
Fresh Frozen Foods, Inc.
    	
 
    	
1814 Washington Street
   Jefferson, GA 30549
    
	
3.
    	
 
    	
Fresh Frozen Foods, Inc.
    	
 
    	
600 Cassidy Road
   Thomasville, GA 31792
    
	
4.
    	
 
    	
La Cometa Properties, Inc.
    	
 
    	
705 W. Dustman Road
   Bluffton, IN 46714
    




 

(b)           Leased properties containing inventory

 


	
 
    	
 
    	
Tenant
    	
 
    	
Address
    
	
1.
    	
 
    	
Inventure Foods, Inc.
    	
 
    	
5415 E. High Street, Suite 350
   Phoenix, AZ 85054
    
	
2.
    	
 
    	
Inventure Foods, Inc.
    	
 
    	
2994 82nd Avenue NE
   Salem, OR 97305
    
	
3.
    	
 
    	
Inventure Foods Inc.
    	
 
    	
Leased Agricultural Property - Approximately 42   acres of land situated in Whatcom County, WA
    
	
4.
    	
 
    	
Rader Farms, Inc.
    	
 
    	
Leased Agricultural Property - Approximately 102.6   acres of land situated at 6757 Nooksack Road, Everson, Whatcom County, WA
    
	
5.
    	
 
    	
Rader Farms, Inc.
    	
 
    	
Leased Agricultural Property - Approximately 696   acres of land situated in Whatcom County, WA
    
	
6.
    	
 
    	
Inventure Foods, Inc.
    	
 
    	
1955 W. Lancaster Street I
   Bluffton, IN 46714
    
	
7.
    	
 
    	
Inventure Foods, Inc.
    	
 
    	
101 N. 104th Avenue
   Tolleson, AZ 85353
    
	
8.
    	
 
    	
Inventure Foods, Inc.
    	
 
    	
3001 N. 9th Avenue
   Pensacola, FL 32503
    
	
9.
    	
 
    	
Rader Farms, Inc.
    	
 
    	
500 Orchard Drive
   Bellingham, WA 98226
    
	
10.
    	
 
    	
Willamette Valley Fruit Company
    	
 
    	
1440 Salem Industrial Drive NE
   Salem, OR 97301
    




 











 

(c)           Inventory stored pursuant to bailment, etc.

 


	
 
    	
 
    	
Inventure Foods Entity
    	
 
    	
Address of Storage Facility
    
	
1.
    	
 
    	
Inventure Foods, Inc.
    	
 
    	
2120 E Washington Boulevard Suite B
   Fort Wayne, IN 46803
    
	
2.
    	
 
    	
Inventure Foods, Inc.
    	
 
    	
1025 Osage Street
   Fort Wayne, IN 46808
    
	
3.
    	
 
    	
Inventure Foods, Inc.
    	
 
    	
1150 North Main Street
   Bluffton, IN 46714
    
	
4.
    	
 
    	
Inventure Foods, Inc.
    	
 
    	
1126 Raymond Bland Road
   Glennville, GA 30427
    
	
5.
    	
 
    	
Willamette Valley Fruit Company
    	
 
    	
4735 Brooklake Road NE
   Salem, OR 97305
    
	
6.
    	
 
    	
Willamette Valley Fruit Company
    	
 
    	
4095 Portland Road NE
   Salem, OR 97301
    
	
7.
    	
 
    	
Willamette Valley Fruit Company
    	
 
    	
1440 Silverton Road
   Woodburn, OR 97071
    
	
8.
    	
 
    	
Willamette Valley Fruit Company
    	
 
    	
1440 Salem Industrial Drive NE
   Salem, OR 97301
    
	
9.
    	
 
    	
Willamette Valley Fruit Company
    	
 
    	
17400 NE Sacramento Street
   Portland, OR 97230
    
	
10.
    	
 
    	
Willamette Valley Fruit Company
    	
 
    	
4124 24th Avenue
   Forest Grove, OR 97116
    
	
11.
    	
 
    	
Willamette Valley Fruit Company
    	
 
    	
19450 NE San Rafael Street
   Portland, OR 97230
    
	
12.
    	
 
    	
Willamette Valley Fruit Company
    	
 
    	
3815 Marion Street SE
   Albany, OR 97322
    
	
13.
    	
 
    	
Willamette Valley Fruit Company
    	
 
    	
310 S Seneca Road
   Eugene, OR 97402
    
	
14.
    	
 
    	
Inventure Foods, Inc.
    	
 
    	
690 Heinberg Street
   Pensacola, FL 32502
    
	
15.
    	
 
    	
Rader Farms, Inc.
    	
 
    	
2201 North Wind Parkway
   Hobart, IN 46342
    
	
16.
    	
 
    	
Rader Farms, Inc.
    	
 
    	
600 Orchard Drive
   Bellingham, WA 98225
    
	
17.
    	
 
    	
Rader Farms, Inc.
    	
 
    	
3001 Athens Highway,
   Gainesville, GA 30507
    
	
18.
    	
 
    	
Rader Farms, Inc.
    	
 
    	
4735 Brooklake Road NE
   Salem, OR 97305
    
	
19.
    	
 
    	
Rader Farms, Inc.
    	
 
    	
31785 Marshall Road, R R #5
   Abbotsford, BC V2T 5Z8
    
	
20.
    	
 
    	
Rader Farms, Inc.
    	
 
    	
406 2nd Street, P.O. Box 709
   Lynden, WA 98264
    
	
21.
    	
 
    	
Rader Farms, Inc.
    	
 
    	
11850 Center Road
   San Antonio, TX 78223
    
	
22.
    	
 
    	
Fresh Frozen Foods, Inc.
    	
 
    	
3001 Athens Highway,
   Gainesville, GA 30507
    
	
23.
    	
 
    	
Fresh Frozen Foods, Inc.
    	
 
    	
4231 Profit Drive
   San Antonio, TX 78219
    
	
24.
    	
 
    	
Fresh Frozen Foods, Inc.
    	
 
    	
121 Roseway Drive
   Thomasville, GA 31792
    




 











 


	
 
    	
 
    	
Inventure Foods Entity
    	
 
    	
Address of Storage Facility
    
	
25.
    	
 
    	
Fresh Frozen Foods, Inc.
    	
 
    	
1161 Candler Road
   Gainesville, GA 30507
   and
   3801 Cornelia Highway
   Lula, GA 30554
    
	
26.
    	
 
    	
Fresh Frozen Foods, Inc.
    	
 
    	
200 North FM 509
   Harlingen, TX 78550
    
	
27.
    	
 
    	
Rader Farms, Inc.
    	
 
    	
279 Marquette Drive
   Bolingbrook, Il 60440
    
	
28.
    	
 
    	
Rader Farms, Inc.
    	
 
    	
Farmland owned by Ebe Farms located in Whatcom   County, Washington, pursuant to that certain Crop Rotation Agreement between   Rader 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 Nathan’s Famous Systems, Inc.

3.                                      License Agreement, effective June 28, 2012, by and between the Parent Borrower 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 Miles Willard Technologies, LLP.

 

(d)                                 All other agreements

 

1.                                      Agricultural Ground Lease, dated as of May 17, 2007, by and among Lyle Rader, Sue Rader, Brad Rader, Julie Newell and Rader 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 Rader 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 a Financial Covenant Triggering Event exists, 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 that is required to be   delivered under the Agreement, and

 

(d)           any   compliance certificate delivered under the Term Loan 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 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 Term Loan 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 that is required to be   delivered under the Agreement, and

 

(m)             any compliance certificate delivered under the Term Loan 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, in its Permitted   Discretion, 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 Parent Borrower,
    	
 
    	
(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 Borrower   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 each of the documents set forth below at the following times in form satisfactory to Agent:

 

	
No later than November 25, 2015
    	
 
    	
(a)           an   executed Borrowing Base Certificate for the month ended October 31, 2015
    
	
 
    	
 
    	
 
    
	
Monthly (no later than the 15th day of each month)   (or, during any Cash Dominion Period, Weekly (no later than the Wednesday of   the following week))
    	
 
    	
(b)           an   executed Borrowing Base Certificate,

 

(c)           a   detailed aging, by total, of each Borrowers’ Accounts, together with a   reconciliation and supporting documentation for any reconciling items noted   (delivered electronically in an acceptable format),

 

(d)           a   monthly Account roll-forward, in a format acceptable to Agent in its   discretion, tied to the beginning and ending account receivable balances of   Borrowers’ general ledger,

 

(e)           notice   of all claims, offsets, or disputes asserted by Account Debtors with respect   to each Borrower’s Accounts,

 

(f)            Inventory   system/perpetual reports specifying the cost and the wholesale market value   of each Borrowers’ inventory, raw materials and farm products, by category,   with additional detail showing additions to and deletions therefrom, together   with a reconciliation to Borrowers’ general ledger (delivered electronically   in an acceptable format),

 

(g)           a   detailed calculation of inventory, raw materials and farm products categories   that are not eligible for the Borrowing Base, if Borrowers have not   implemented electronic reporting,

 

(h)           royalty   reserve report for related royalties paid,

 

(i)            any   Food Products Notices received by any Loan Party or their respective Subsidiaries,

 

(j)            a   summary aging, by vendor, of each Loan Party’s accounts payable and any book   overdraft (delivered electronically in an acceptable format) and an aging, by   vendor, of any held checks, and a detailed accrued liabilities report   identifying any Food Products Payables per general ledger accounts [***],(1)   [***], and [***], and any other (x) related report necessary to   calculate Foods Products Payables and (y) accounts payable listing of   Food Products Payables,

 

(k)           a   detailed report regarding each Loan Party’s and its Subsidiaries’ cash and   Cash Equivalents, including an indication of which amounts constitute   Qualified Cash,
    


 




(1) All numerical general ledger account references are to the Loan Parties’ general ledger account number(s) as reflected in the Loan Parties’ general ledger trial balance. To the extent from and after the date of the Agreement, there is a change in the general ledger account number, reporting shall be deemed for such changed/substituted account number for the same category of account as reflected in this Schedule 5.2.

 

[***] 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.

 











 

	
 
    	
 
    	
(l)            a   detailed general ledger trial balance account numbers [***] (accrued   advertising and promotions), [***] (accrued slotting), [***] (accrued   customer discounts) and [***] (accrued FSI coupons),

 

(m)          a   report that provides detail to: excess inventory, raw materials and farm   products greater than a 12 months’ supply (including the supporting   calculations), expired inventory, raw materials and farm products (inventory,   raw materials and farm products within 90 days of expiration date), and   inventory, raw materials and farm products on hold (by January 15th for   the December 2015 Borrowing Base, or such date as Agent may agree) (provided   that in respect of the “Fresh Frozen” segment such report shall be provided   commencing from and after April 1, 2016 (or such other date as Agent may   agree); provided,  further, that until such time, the “Fresh   Frozen” segment shall provide a perpetual inventory report and inventory, raw   materials and farm products aging analysis as currently presented/prepared by   it),

 

(n)           a   detailed report including short pay general ledger account [***] or other   related general ledger entries, and

 

(o)           a   detailed report including unapplied cash under general ledger account [***]   or other related general ledger entries.
    
	
 
    	
 
    	
 
    
	
No later than 30 days after the end of each month   and each year, respectively
    	
 
    	
(o)           a   reconciliation of Accounts, accounts payable, and inventory, raw materials   and farm products of Borrowers’ general ledger to its monthly financial   statements

including any book reserves related to each   category.
    
	
 
    	
 
    	
 
    
	
Quarterly (no later than the last day of the month   following the end of each fiscal quarter)
    	
 
    	
(p)           a   report regarding Parent Borrower’s and its Subsidiaries’ accrued, but unpaid,   ad valorem taxes, and

 

(q)           updated   information (including bring down search results and intellectual property searches)   in respect of previously delivered Perfection Certificate,
    
	
 
    	
 
    	
 
    
	
No later than 90 days after the end of each fiscal   year
    	
 
    	
(r)            a   detailed list of each Loan Party’s and its Subsidiaries’ customers, with address   and contact information.

 

(s)            a   Perfection Certificate or a supplement to the Perfection Certificate.
    
	
 
    	
 
    	
 
    
	
Upon receipt thereof by any Loan Party or any of its   Subsidiaries
    	
 
    	
(t)            Food   Products Notices, including in respect of Food Products Payables, and

 

(u)           notices   (including any notice of inspection and notice of action) from the U.S.   Department of Agriculture, the FDA, or any other Governmental Authority   relating to compliance or non-compliance with Food Laws.
    
	
 
    	
 
    	
 
    
	
Upon request by Agent
    	
 
    	
(v)           copies   of purchase orders and invoices for inventory, raw materials and farm products   acquired by any Loan Party or its Subsidiaries,

 

(w)          copies   of invoices together with corresponding shipping and delivery documents, and   credit memos together with corresponding supporting documentation, with   respect to invoices and credit memos in excess of an amount determined in the   sole discretion of Agent, from time to time, and
    


 




[***] 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.

 











 

	
 
    	
 
    	
(x)           such   other reports as to the Collateral of any Loan Party and its Subsidiaries, as   Agent may reasonably request including status reports for outstanding Food   Products Notices or notices received from the U.S. Department of Agriculture,   the U.S. Food and Drug Administration, or any other Governmental Authority   relating to compliance or non-compliance with Food Security Laws.
    


 











 

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.