Exhibit 10.30

 

 

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 INVENTURE FOODS, INC., BSP AGENCY, LLC, AND THE OTHER LENDERS AND BORROWERS PARTY THERETO

 

Schedule A-1

Agent’s Account

 

U.S. Bank National Association
 Inventure Foods, Inc.
 Administration Details

 

Contacts: 

Administrative

[***]

Phone: [***]

[***]

[***]

Phone: [***]

[***]

Account Management

[***]

Phone: [***]

[***]

[***]

Phone: [***]

[***]

 

	
Wire/ACH   Instructions:
    	
 
    	
 
    
	
Bank:
    	
 
    	
US Bank NA 
    
	
ABA:
    	
 
    	
[***]
    
	
Account Name:
    	
 
    	
Corporate Trust Agency Services
    
	
DDA:
    	
 
    	
[***]
    
	
Reference:
    	
 
    	
See below
    
	
F/F/C:
    	
 
    	
Inventure Foods, Inc. Agency
    
	
 
    	
 
    	
[***]
    


 




[***] 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
    	
 
    	
Term Commitment
    	
 
    
	
Providence Debt Fund III L.P.
    	
 
    	
$
    	
55,587,000
    	
 
    
	
PECM Strategic Funding LP
    	
 
    	
$
    	
19,121,000
    	
 
    
	
Benefit Street Partners Capital Opportunity Fund SPV   LLC
    	
 
    	
$
    	
4,632,000
    	
 
    
	
Benefit Street Partners SMA-C LP
    	
 
    	
$
    	
4,660,000
    	
 
    
	
Griffin-Benefit Street Partners BDC Corp.
    	
 
    	
$
    	
1,000,000
    	
 
    
	
TOTAL:
    	
 
    	
$
    	
85,000,000
    	
 
    


 











 

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 AZ  85003

 




[***] 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 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 4.10

 

Employee Benefits

 

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 an Event of Default has occurred and is   continuing, 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 and the Total Leverage Ratio   that is required to be delivered under the Agreement, and

 

(d)           any   compliance certificate delivered under the ABL 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 and Total Leverage 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 ABL 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 and Total Leverage

Ratio that is required to be delivered under the   Agreement, and

 

(m)          any   compliance certificate delivered under the ABL 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, exercising   reasonable (from the perspective of a secured term-based lender) business   judgment, 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 copies of all documents provided to the ABL Agent under Schedule 5.2 of the ABL Credit Agreement at the times as set forth in the ABL Credit Agreement.

 












 

Schedule 5.12

 

With respect to each Mortgage required to be delivered pursuant to Section 5.12 , Schedule 3.1 or Schedule 3.6 of the Agreement, the Agent shall be entitled to receive:

 

(i)         Title Insurance.  The Agent shall have received a marked-up commitment for an ALTA mortgagee title insurance policy, insuring the first priority Lien of the Agent, for the benefit of the Secured Parties, and showing no Liens prior to such Liens other than for ad valorem taxes not yet due and payable, with title insurance companies acceptable to the Agent, on each property subject to a Mortgage. In connection with the foregoing,  Borrowers shall provide or obtain any customary affidavits and indemnities as may be required or necessary to obtain title insurance satisfactory to the Agent.

 

(ii)        Title  Exceptions.    The  Agent  shall  have  received  copies  of  all  recorded documents creating exceptions to the title policy referred to in clause (i) above.

 

(iii)       Matters Relating to Flood Hazard Properties.  With respect to each parcel of real property subject to a Mortgage, the Agent shall have received (A) a “life of loan” flood hazard certification from the National Research Center, or any successor agency thereto and, (B) if such parcel of real property is located in a special flood hazard area:

 

(I)         notices to (and confirmation of receipt by) the Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program because the community does not participate in the National Flood Insurance Program; and

 

(II)       to the extent flood hazard insurance is available in the community in which the real property is located, a copy of one of the following: (w) the flood hazard insurance policy, (x) the Borrower’s application for a flood hazard insurance policy, together with proof of payment of the premium associated therewith, (y) a declaration page confirming that flood hazard insurance has been issued to the Borrower or (z) such other evidence of flood hazard insurance satisfactory to the Agent.

 

(iv)       Surveys.  The Agent shall have received copies of current as-built ALTA/ACSM Land Title surveys certified to the Agent of each parcel of real property subject to a Mortgage certified as of a recent date by a registered engineer or land surveyor; provided the Agent may accept an older survey or other documentation so long as it is sufficient to remove the survey exception in the title policy and to receive a same as survey title endorsement.  Each such survey shall be accompanied by an affidavit of an authorized signatory of the owner of such property stating that there have been no improvements or encroachments to the property since the date of the respective survey such that the existing survey is no longer accurate.  Such survey shall show the area of  such property, all boundaries of  the  land with courses and distances indicated, including chord bearings and arc and chord distances for all curves, and shall show dimensions and locations of all easements, private drives, roadways, and other facts materially affecting such property, and shall show such other details as the Agent may reasonably request, including, without limitation, any encroachment (and the extent thereof in feet and inches) onto the property or by any of the improvements on the property upon adjoining land or upon any easement burdening the property; any improvements, to the extent constructed, and the relation of the improvements by distances to the boundaries of the property, to any easements burdening the property, and to the established building lines and the street lines; and if improvements are

 











 

existing, (A) a statement of the number of each type of parking space required by Applicable Laws, ordinances, orders, rules, regulations, restrictive covenants and easements affecting the improvement, and the number of each such type of parking space provided, and (B) the locations of all utilities serving the improvement.

 

(v)        Environmental Assessments.   The Agent shall have received, from a national firm acceptable to Agent, a current Phase I environmental assessment prepared in accordance with ASTM Standard No. 1527-13 certified to the Agent and such other environmental reports reasonably requested by the Agent regarding each parcel of real property subject to a Mortgage by an environmental engineering firm acceptable to the Agent showing no material environmental conditions in violation of Environmental Laws or liabilities under Environmental Laws; provided that any “Recognized Environmental Concerns” (as defined in American Society for Testing and Materials Standard E 1527-05, to include “the presence or likely presence of any hazardous substances or petroleum products on a property under conditions that indicate an existing release, a past release, or a material threat of a release of hazardous substances or petroleum products into structures on the property or into the ground, ground water, or surface water of the property, excluding de minimis conditions”) identified in such reports and all other compliance issues will be addressed promptly to the satisfaction of Agent.

 

(vi)       Opinions. The Agent shall have received opinions of (i) DLA Piper LLP (US) or other counsel reasonably acceptable to the Agent as to certain corporate formalities of the Mortgages and (ii) local counsel for the Loan Parties in each state in which each parcel of real property subject to a Mortgage is located with respect to the enforceability of the Mortgage to be recorded in such State in form and substance and from counsel reasonably satisfactory to the Agent.

 

(vii)     Other Real Property Information.  The Agent shall have received such other certificates, documents and information as are reasonably requested by the Lenders, including, without limitation, landlord agreements/waivers, engineering and structural reports, permanent certificates of occupancy and evidence of zoning compliance, each in form and substance satisfactory to the Agent.

 

(viii)     Payment of Title Premiums, Taxes, Etc.. The Agent shall have received evidence that the Borrowers have paid in full all title premiums, survey costs, environmental report costs, recording taxes, intangibles taxes, document stamp fees and other costs and expenses associated with the Mortgages and the other documentation required to be executed or delivered pursuant to this Schedule 5.12.

 











 

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.

 











 

Schedule 8.13

 

The Borrowers shall satisfy each of the following requirements on or prior to the date set forth herein, in each case in form an substance satisfactory to the Lender Group:

 

(a)         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 first priority Mortgage (subject to the Permitted Liens) and all items required by Schedule 5.12 with respect to each leasehold interest in Real Property leased by the Borrowers as of the Closing Date;

 

(b)         Within 60 days after the Closing Date (or such longer period as the Agent may determine in its sole discretion), Agent shall have received all items required by Schedule 5.12 with respect to all fee interests in Real Property owned by Borrowers as of the Closing Date;

 

(c)         Within 60 days after the Closing Date (or such longer period as the Agent may determine in its sole discretion), Agent shall have received all amendments, as necessary, to those Mortgages delivered pursuant to Schedule 3.1(d)(xv), to record any changes resulting from the items delivered pursuant to clause (b) above;

 

(d)        Within 10 days of the Closing Date (or such longer period as the Agent may determine in its sole discretion), Agent shall have received all Mortgages that were not delivered as required pursuant to Schedule 3.1(d)(xv);

 

(e)         Within 45 days after the Closing Date (or such longer period as the Agent may determine in its sole discretion), Agent shall have received original certificates of title for all motor vehicles set forth on Schedule 12 to the Guaranty and Security Agreement;

 

(f)              Within 90 days after the Closing Date (or such longer period as the Agent may determine in its sole discretion), with respect to any Material Contract, Borrowers shall use best efforts to deliver to Agent all consents and approvals necessary in order to give effect to the terms and conditions of the Agreement and Loan Documents including the granting to the Lenders of a security interest therein; and

 

(g)              Within 90 days after the Closing Date (or such longer period as the Agent may determine in its sole discretion), 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.