Unassociated Document



     

    
    

     

    
      Exhibit 10.6

       

      LEASE AGREEMENT

       

      (OFFICE SPACE) 

       

           THIS LEASE
AGREEMENT, made and entered into this 15th day of February, 2005, by and between
LIMONEIRA COMPANY, a Delaware corporation (hereinafter referred to as
“Landlord”), and CALAVO GROWERS, INC., a California corporation (hereinafter
referred to as “Tenant”); 

       

      WITNESSETH: 

       

      ARTICLE I 

       

      DEMISED
PREMISES

       

           1.01
Landlord demises and leases to Tenant, and Tenant rents from Landlord, those
certain premises (the “Premises”) in the City of Santa Paula, County of Ventura,
and State of California, described as follows: the first and second floors of
the east wing and three offices in the center building of the Limoneira Ranch
Headquarters located at 1141 Cummings Road, Santa Paula, California 93060 (the
“Limoneira Headquarters Building”), containing approximately 9,490 square feet,
as depicted on Exhibit A attached hereto, together with the improvements
and fixtures described on Exhibit B hereto, all of which are to be
purchased and installed by Landlord at its sole expense. 

       

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      ARTICLE II 

       

      TERM

       

           2.01 The
term of this Lease shall commence on February 15, 2005, and shall continue
thereafter for a period of ten (10) years. Tenant shall have options to
extend this Lease for two additional terms of five (5) years each. Each
such option may be exercised by written notice from Tenant to Landlord given not
less than ninety (90) days prior to expiration of the then current Lease
term, provided that an Event of Default (as defined below) does not exist under
this Lease at the time it delivers its written notice. 

       

      ARTICLE III 

       

      RENT

       

           3.01
During the first year of the term of this Lease, Tenant shall pay rent to
Landlord annual rental of Two Hundred Seven Thousand Two Hundred Twenty-Six
Dollars and Sixty Cents ($207,226.60) in monthly installments of Seventeen
Thousand Two Hundred Sixty-Eight Dollars and Eighty-Eight Cents ($17,268.88) per
month on or before the tenth (10th) day of each calendar
month for the current calendar month. The payment of said rent shall begin on
the commencement date as provided in Section 2.01 hereof. Said rent shall
be paid at the office of Landlord, located at 1141 Cummings Road, Santa Paula,
California 93060, or at such other place as may be designated in writing from
time to time by Landlord. Rent shall be adjusted annually commencing in
February, 2007, effective as of the fifteenth day of February to reflect to
increase in the “CPI” as of that month over the CPI for February, 2005. No such
increase shall be in excess of five percent (5%) in any year. CPI for purposes
of this Lease shall mean the 

       

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      Consumer Price Index for all Urban
Consumers for the Los Angeles, Orange and Riverside County areas. In the event
that such Index is no longer published at the time of a scheduled rent
adjustment, Landlord and Tenant shall agree upon and utilize the most comparable
index then being published. 

       

      ARTICLE IV 

       

      USE OF PREMISES

       

           4.01
Tenant shall occupy and use the Demised Premises for the operation of its
corporate offices, or (subject to Landlord’s prior written approval not to be
unreasonably withheld, delayed or conditioned) any other lawful purpose. 

       

      ARTICLE V 

       

      PAYMENT OF TAXES AND UTILITY
CHARGES

       

           5.01 Taxes. Landlord shall
pay all City and County real property taxes on the land and building comprising
the Limoneira Headquarters Building, including the Premises. Nothing contained
in this Lease shall require Tenant to reimburse Landlord for or pay for any
franchise, estate, inheritance, succession, capital levy or transfer tax of
Landlord, or any income, excess profits or revenue tax or any other tax,
assessment, charge or levy upon the rent payable by Tenant under this Lease.
Tenant shall pay any and all taxes assessed or imposed, and which become payable
during the Lease term, upon Tenant’s fixtures, furniture, appliances and
personal property located or installed in the Premises, but not including any of
the items listed on Exhibit B hereto installed by Landlord for Tenant’s
use. 

       

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           5.02 Utility Charges.
Landlord shall pay for all charges for electricity, water, gas and other utility
services used on the Premises during the term of this Lease and shall provide
janitorial services to the Premises comparable to those it provides for its own
corporate offices. Landlord shall also provide all maintenance for the Premises
as set forth in Article VI hereof; provided that such services shall not in
any event be less than those customarily provided by landlords of comparable
leased space in Ventura County, California. 

       

      ARTICLE VI 

       

      SERVICES

       

           6.01
Landlord shall maintain the public and common areas of the Limoneira
Headquarters Building, including, without limitation, lobbies, stairs,
elevators, corridors and restrooms, windows, plumbing and electrical equipment,
and the structure itself in reasonable good order and condition except for
damage occasioned by the act of Tenant, its employees, agents, contractors or
invitees, which damage shall be repaired by Landlord at Tenant’s expense to the
extent such expense is reasonable under the circumstances. 

       

           6.02
Landlord shall furnish the Premises with (1) electricity for lighting and
the operation of customary office machines and equipment, (2) heat and air
conditioning to the extent reasonably required for the comfortable occupancy by
Tenant in its use of the Premises, subject to any applicable policies or
regulations adopted by any utility or 

       

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      governmental agency, (3) water for
drinking and lavatory purposes, (4) lighting replacement (for building
standard lights), (5) restroom supplies, (6) window washing with
janitor service. Landlord may establish reasonable measures to conserve energy,
including but not limited to, automatic switching off of lights after hours.
Landlord shall not be in default hereunder or be liable for any damages directly
or indirectly resulting from, nor shall the rent herein reserved be abated by
reason of (i) the installation, use or interruption of use of any equipment
in connection with the furnishing of any of the foregoing services, except to
the extent resulting from Landlord’s gross negligence or willful misconduct,
(ii) failure to furnish or delay in furnishing any such services when such
failure or delay is caused by accident or any condition beyond the reasonable
control of Landlord or by the making of repairs or improvements to the Premises
or to the Limoneira Headquarters Building, or (iii) the limitation,
curtailment, rationing or restrictions on use of water, electricity, gas or any
other form of energy serving the Premises or the Limoneira Headquarters Building
imposed by any governmental authority. 

       

           6.03
Whenever heat-generating equipment or lighting other than building standard
lights are used in the Premises by Tenant which affect the temperature otherwise
maintained by the air conditioning system, Landlord shall have the right, after
notice to Tenant, to install supplementary air conditioning facilities in the
Premises or otherwise modify the ventilating and air conditioning system serving
the Premises, and the reasonable cost of such facilities and modifications shall
be borne by Tenant. Tenant shall also pay the cost of providing all cooling
energy to the Premises in excess of that 

       

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      required for normal office use or during
hours requested by Tenant when air conditioning is not otherwise furnished by
Landlord. If there is installed in the Premises lighting requiring power in
excess of that required for normal office use in the Limoneira Headquarters
Building or if there is installed in the Premises equipment requiring power in
excess of that required for normal desk-top office equipment or normal copying
equipment, Tenant shall pay for the cost of such excess power, together with the
reasonable cost of installing any additional risers or other facilities that may
be reasonably necessary to furnish such excess power to the Premises. 

       

           6.04 In
the event that Landlord, at Tenant’s request, provides services to Tenant that
are not otherwise provided for in this Lease, Tenant shall pay Landlord’s
reasonable charges for such services upon billing therefor. 

       

           6.05
Landlord shall provide to Tenant, without charge, paved parking areas for use by
Tenant’s officers, directors, employees and invitees. Such parking will be in an
asphalt paved parking areas east of the Lemon Packing House. Landlord reserves
the right to relocate such parking areas from time to time, provided that such
access shall at all times be reasonably proximate to the Premises. 

       

      ARTICLE VII

       

      INSURANCE BY TENANT –
INDEMNITY

       

           7.01 Public Liability
Insurance. Tenant agrees that, at its own cost and expense, it shall
procure and continue in force, in the name of Landlord and Tenant, 

       

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      general liability insurance against any
and all claims for injuries to persons occurring in, upon or about the Demised
Premises. During the term of this Lease, such insurance shall be in an amount
not less than One Million Dollars ($1,000,000) for injury to or death of any one
person in one accident, and not less than Three Million Dollars ($3,000,000) for
injuries to or death of all persons in any one accident and to the limit of not
less than Five Hundred Thousand Dollars ($500,000) in respect to property
damage. Such policy shall name Landlord as an additional insured. 

       

           7.02
Tenant shall also procure at its costs and expense and keep in effect during the
term of this Lease insurance against damage by fire and other perils included
within “all-risk” coverage (but excluding earthquake, flood and acts of
terrorism) in an amount not less than the full replacement cost of all of the
leasehold improvements in the Premises and Tenant’s trade fixtures, furnishings
and equipment in the Premises. A copy of each policy of insurance shall be
delivered to Landlord by Tenant prior to commencement of the term of this Lease
and upon each renewal of such insurance. In the event Tenant shall fail to
procure such insurance, or to deliver to Landlord such policies, Landlord may,
at its option upon no less than five (5) days prior written notice from
Landlord, procure the same for the account of Tenant, and the cost thereof shall
be paid to Landlord within (5) days after delivery to Tenants of bills
therefor. Each insurance policy required to be maintained by Tenant under this
Article VII shall provide that it is primary insurance and not excess over
or contributory with any other valid, existing and applicable insurance in force
for or on behalf of any of the parties required to be named as additional
insured thereunder, shall be issued by insurance companies 

       

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      licensed to do business in the State of
California and otherwise reasonably acceptable to Landlord, and shall provide
that such insurance may not be cancelled or amended without thirty (30) days’
prior written notice to Landlord 

       

           7.03 Subrogation. Landlord
and Tenant shall each obtain from its respective insurers under all policies of
fire insurance, and to the extent obtainable, theft, public liability, workers’
compensation and other insurance maintained by either of them at any time during
the term hererof insuring or covering the Limoneira Headquarters Building or any
portion thereof or operations therein, a waiver of all rights of subrogation
which the insurer of one party might have against the other party, and Landlord
and Tenant shall each indemnify the other against and reimburse the other for
any and all loss or expense, including reasonable attorney’s fees, resulting
from the failure to obtain such waiver. 

       

           7.04 Indemnification.
Tenant hereby waives all claims against Landlord for the theft, loss or damage
to any property, fixtures or improvements or injury of death of any person in,
upon or about the Premises arising at any time and from any cause other than to
the extent arising by reason of the gross negligence or willful misconduct of
Landlord, its employees or contractors, and Tenant shall indemnify, defend and
hold Landlord harmless from any and all loss, cost, damage or liability arising
from the use or occupancy of the Premises or the Limoneira Headquarters Building
by Tenant or Tenant’s failure to perform its obligations under this Lease,
except to the extent such is caused by the gross negligence or willful
misconduct of Landlord, its contractors or employees. The foregoing indemnity
obligation of Tenant shall include reasonable 

       

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      attorneys’ fees, investigation costs and
all other reasonable costs and expense incurred by Landlord from the first
notice that injury, death or damage has occurred or that any claim or demand is
to be made or may be made. The provisions of this Article shall survive the
termination of this Lease. 

       

      ARTICLE VIII

       

      REPAIRS, MAINTENANCE AND
RECONSTRUCTION

       

           8.01
Except as hereinafter provided, Landlord during the entire term of this Lease
and any extension thereof, shall keep the entire Premises and all improvement
therein, in good condition and repair. 

       

           8.02
Tenant shall not have the right, without the consent of Landlord, not to be
unreasonably withheld, delayed or conditioned, to make any alterations or
additions to the Premises if the reasonable expected cost thereof exceeds
twenty-five thousand dollars ($25,000). Upon the expiration of this Lease, any
then existing alterations, additions and improvements made by Tenant to or upon
the Premises, except Tenant’s signs, shall become the property of Landlord.


       

           8.03 At
the termination of this Lease, Tenant shall surrender the Premises to Landlord
in good condition and repair, subject only to the consequences and effect of
reasonable wear and tear; provided, however, that Tenant shall be under no
obligation to repair or restore any portion of said building or other
improvements which may be damaged or destroyed by reason of fire, earthquake,
the elements or other casualty. 

       

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           8.04 In
the event the Limoneira Headquarters Building shall be damaged by fire,
earthquake, the elements or other casualty, the following provision shall apply:
if the Limoneira Headquarters Building shall be totally destroyed or partially
destroyed from causes covered by insurance to an extent exceeding twenty-five
per cent (25%) of the then full replacement costs (excluding foundations), and
Landlord has not commenced the repair, reconstruction or restoration of the
building within sixty (60) days after the date of such destruction, either
Tenant or Landlord shall have the right to terminate this Lease by giving
written notice of its election to terminate to the other party within ninety
(90) days, but not before sixty (60) days from the date of such
destruction. If neither party shall elect to terminate this Lease within such
90-day period, Landlord shall promptly commence repair, reconstruction and
restoration of said building and prosecute the same diligently to completion, in
which event this Lease shall continue in full force and effect. 

       

           8.05 Upon
any termination of this Lease under any of the provisions of this
Article VIII, Tenant shall surrender possession of the Premises within
sixty (60) days after receipt of such written notice of termination,
whereupon the parties shall be released thereby from any further obligations to
the other except for items which have theretofore accrued and are then unpaid,
and such termination shall be deemed to relate back to the date of destruction,
provided that if the Premises or any portion thereof shall be kept open for
business after the date of destruction and prior to the surrender of possession
of the Premises, the termination date shall be the date that Tenant shall
discontinue the conduct of its business in the Premises. In the event of any
termination, as herein provided, 

       

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      Tenant shall forthwith surrender the
Premises to Landlord, and upon such surrender Landlord shall refund to Tenant
any unearned rent paid by Tenant, calculated at a daily rate based on the
regular monthly rate and shall pay to Tenant and unexpired taxes and insurance
premiums. 

       

           8.06 In
the event of repair, reconstruction and restoration under any of the conditions
of this Article VIII, Tenant shall not be entitled to any damages by reason
of any inconveniences or loss sustained by Tenant. During any such period of
repair, reconstruction and restoration, all rent paid in advance shall be
apportioned, and the monthly rental thereafter accruing shall be equitably and
proportionately prorated and adjusted according to the nature, extent and
duration of the damage sustained and according to the suitability of the
Premises for the use and occupancy of Tenant in the conduct of its business,
until the Premises shall have been repaired, reconstructed or restored by
Landlord. The full rental shall again become payable at such time after the
completion of such work of repair, reconstruction and restoration and when
Tenant shall use the restored part of the Premises in the carrying on of its
business, or within thirty (30) days after the completion of such work,
whichever shall first occur. 

       

      ARTICLE IX

       

      ENTRY BY
LANDLORD

       

           9.01
Landlord may enter the Premises at reasonable hours to (a) inspect the
same; (b) exhibit the same to prospective purchasers, lenders or tenants,
provided, however, that Landlord shall only exhibit the Premises to prospective
tenants during the 

       

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      final twelve (12) months of
Tenant’s occupancy of the Premises; (c) determine whether Tenant is
complying with all its obligations hereunder; (d) supply janitor service
and any other service to be provided by Landlord to Tenant hereunder;
(e) make repairs required of Landlord under the terms hereof or repairs to
any adjoining space or utility services or make repairs, alterations or
improvements to any other portion of the Building; provided that no entry by
Landlord shall unreasonably interfere with Tenant’s use or occupancy of the
Premises. Tenant hereby waives any claim for damages for any inconvenience to or
interference with Tenant’s business or any loss of occupancy or quiet enjoyment
of the Premises occasioned by such entry, except to the extent that such damages
result from Landlord’s unreasonable interference with Tenant’s use or occupancy
of the Premises or Landlord’s gross negligence or willful misconduct Landlord
shall at all time have and retain a key with which to unlock all of the doors
in, on or about the Premises (excluding Tenant’s vaults, safes and similar areas
designated in writing by Tenant in advance); and Landlord shall have the right
to use any and all means which Landlord may deem proper to open Tenant’s doors
in an emergency in order to obtain entry to the Premises, and any entry to the
Premises obtained by Landlord in an emergency shall not be construed or deemed
to be a forcible or unlawful entry into or a detainer of the Premises or an
eviction, actual or contructive, of Tenant from the Premises or any portion
thereof. 

       

      ARTICLE X

       

      EVENTS OF
DEFAULT

       

           10.01
Default. The
following events shall constitute Events of Default under this Lease: 

       

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                (a) Tenant’s
failure to pay when due any rent or other sum payable hereunder and the
continuation of such failure for a period of fifteen (15) days after Tenant
receives written notice from Landlord that the same is due, provided that if
Tenant has failed three or more times in any twelve-month period to pay any rent
or other sum within such fifteen (15) day period, such grace period shall
thereafter be reduced to three (3) days; 

       

                (b) Tenant’s
failure to perform any of the other terms, covenants, agreements or conditions
contained herein and, if the failure is curable, the continuation of such
failure for a period of thirty (30) days after notice by Landlord or beyond
the time reasonably necessary for cure if the failure is of a nature to require
more than thirty (30) days to remedy, provided that if Tenant has failed to
perform the same obligation three or more times in any twelve-month period and
notice of such failure has been given by Landlord in each instance, no cure
period shall thereafter be applicable hereunder; 

       

                (c) The
bankruptcy or insolvency of Tenant, transfer by Tenant in fraud of creditors, an
assignment by Tenant for the benefit of creditors, or the commencement of any
proceedings of any kind by or against Tenant under any provision of the Federal
Bankruptcy Act or under any other insolvency, bankruptcy or reorganization act
unless, in the event any such proceeding such involuntary, Tenant is discharged
from the same within ninety (90) days thereafter; 

       

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                (d) the
appointment of a receiver for all or a substantial part of the assets of Tenant;


       

                (e) the
abandonment of the Premises; or 

       

                (f) the
levy upon Tenant’s interest in this Lease or any estate of Tenant hereunder by
any attachment or execution and the failure to have such attachment or execution
vacated within thirty (30) days thereafter. 

       

      ARTICLE XI

       

      TERMINATION UPON
DEFAULT

       

           11.01 In
any notice given pursuant to Article X above, Landlord in its sole
discretion may elect to declare a forfeiture of this Lease as provided in
Section 1161 of the California Code of Civil Procedure, and provided that
Landlord’s notice state such an election, Tenant’s right to possession shall
terminate and this Lease shall terminate, unless on or before the date specified
in such notice, all arrears of rent and all other sums payable by Tenant under
this Lease and all costs and expenses incurred by or on behalf of Landlord
hereunder, including reasonable attorneys’ fees shall be paid by Tenant and all
other breaches of this Lease by Tenant at the time existing shall have been
fully remedied to the satisfaction of Landlord. Upon such termination, Landlord
may, at its option and without any further notice or demand, in addition to any
other rights and remedies given hereunder or by law, exercise its remedies
relating hereto in accordance with the following provisions: 

       

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                (i) In
the event of any such termination of this Lease, Landlord may then or at any
time thereafter by judicial process, re-enter the Premises and remove therefrom
all persons and property and again repossess and enjoy the Premises, without
prejudice to any other remedies that Landlord may have by reason of Tenant’s
default or of such termination. 

       

                (ii) In
the event of any such termination of this Lease, and in addition to any other
rights and remedies Landlord may have, Landlord shall have all of the rights and
remedies of a landlord provided by Section 1951.2 of the California Civil
Code. The amount of damages which Landlord may recover in event of such
termination shall include, without limitation, (1) the worth at the time of
award (computed by discounting such amount a the discount rate of the Federal
Reserve Bank of San Francisco at the time of award plus one percent) of the
amount by which the unpaid rent for the balance of the term after the time of
award exceeds the amount of rental loss that Tenant proves could be reasonable
avoided, (2) all reasonable legal expenses and other related costs incurred
by Landlord following Tenant’s default, (3) all reasonable costs incurred
by Landlord in restoring the Premises to good order and condition, or in
remodeling, and (4) all costs (including, without limitation, any brokerage
commissions) incurred by Landlord in reletting the Premises. 

       

                (iii) After
terminating this Lease, Landlord may remove any and all personal property of
Tenant located in the Premises and place such property in a public or private
warehouse or elsewhere at the sole cost and expense of Tenant. In the event that


       

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      Tenant shall not immediately pay the
cost of storage of such property after the same has been stored for a period of
thirty (30) days or more, Landlord may sell any or all thereof at a public
or private sale in such manner and such times and places as Landlord in its sole
discretion may deem proper, without notice to or demand upon Tenant. Tenant
waives all claims for damages that may be caused by Landlord’s removing or
storing or selling the property as herein provided, and Tenants shall indemnify
and hold Landlord free and harmless from and against any and all losses, costs
and damages, including without limitation all costs of court and attorneys’ fees
of Landlord occasioned thereby, except for those arising by reason of Landlord’s
gross negligence or willful misconduct. 

       

                11.02 In
the event of the occurrence of any of the events specified in
Section 10.01(c) of this Lease, if Landlord shall not choose the exercise,
or by law shall not be able to exercise, its rights hereunder to terminate this
Lease, then, in addition to any other rights of Landlord hereunder or by law,
(1) Landlord may discontinue the services provided pursuant to
Article VI of this Lease, unless Landlord has received compensation in
advance for such services in the amount of Landlords’ reasonable estimate of the
compensation required with respect to such services, and (2) neither Tenant, as
debtor-in-possession, nor any trustee or other person (collectively, the
“Assuming Tenant”) shall be entitled to assume this Lease unless on or before
the date of such assumption, the Assuming Tenant (a) cures, or provides
adequate assurance that the Assuming Tenants will promptly cure, any existing
default under this Lease, (b) compensates, or provides adequate assurance
that the Assuming Tenant will promptly compensate, Landlord for any pecuniary
loss (including, without limitation, attorneys’ fees and disbursement) 

       

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      resulting from such default, and
(c) provides adequate assurance of future performance under this Lease. For
purposes of this Section 11.02, “adequate assurance” of such cure,
compensation of future performance shall be effected by the establishment of an
escrow fund for the amount at issue or by bonding. 

       

      ARTICLE XII

       

      CONTINUATION AFTER
DEFAULT

       

           12.01 If
an Event of Default exists under this Lease and Tenant has abandoned the
Premises, Landlord shall also have the remedy described in California Civil Code
Section 1951.4 (Landlord may continue this Lease in effect after Tenant has
breached this Lease and abandoned the Premises and recover rent as it becomes
due; provided, however that Tenants has the right to sublet or assign this
Lease, subject only to reasonable limitations). Acts of maintenance or
preservation or efforts to relet the Premises or the appointment of a receiver
upon initiative of Landlord to protect Landlord’s interest under this Lease
shall not constitute a termination of Tenant’s right to possession. 

       

           12.02 The
remedies provided for in this Lease are in addition to any other remedies
available to Landlord at law or in equity by statute or otherwise. 

       

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      ARTICLE XIII 

       

      ASSIGNMENT AND
SUBLEASE

       

           13.01
Tenants shall not have the right at any time to sublease, sublet or assign all
or any portion of the Premises or its interest in this Lease. Any such
assignment or subleasing shall be void unless Landlord shall first agree in
writing to such assignment or subletting, which agreement Landlord shall not
unreasonably withhold, delay or condition. 

       

      ARTICLE XIV 

       

      ENCUMBRANCES BY
LANDLORD

       

           14.01
Tenant agrees that, except as hereinafter provided with respect to Tenant’s
right to possession of the Premises, Tenant’s rights under this Lease are and
shall always be subordinate to the lien of any mortgage or trust deed now or
hereafter placed from time to time upon the Limoneira Headquarters Building of
which the Premises are a part in favor of a bank, savings and loan association,
insurance company or other financial institution. Tenant shall, upon written
demand from Landlord, execute such other and further instruments or assurances
subordinating this Lease to the lien or liens of any such mortgage or mortgages
or trust deeds except as hereinafter limited with respect to Tenant’s right to
possession. Tenant’s possession and right of use under this Lease in and to the
Premises shall not, however, be disturbed by any mortgagee, trustee under a
trust deed, owner or holder of a note secured by a mortgage or trust deed now
existing or hereafter placed on the Limoneira Headquarters Building unless and
until Tenant shall breach any of the provisions of this Lease and the Lease term
or Tenant’s right to 

       

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      possession shall have been lawfully
terminated in accordance with the provisions of this Lease. If any mortgagee or
trustee under a trust deed elects to have Tenant’s interest in this Lease
superior to any such interest by notice to Tenant, then this Lease shall be
deemed superior to any such mortgage or trust deed whether this Lease was
executed before or after such mortgage or trust deed. 

       

      ARTICLE XV 

       

      TERMINATION –
ABATEMENT

       

           15.01 If,
without Tenant’s fault, the operation on the Premises of the business then being
conducted on the Premises is substantially impaired or prevented for more than
ninety (90) days by the deprivation or limitation of any access thereto or
therefrom, by any governmental taking or action, Tenant may terminate this Lease
by giving Landlord at least thirty (30) days’ written notice; provided
that, in the event of any such acquisition or taking, such notice may be given
at any time not later than ninety (90) days after physical possession of
the Premises is taken or the judgment in the condemnation proceeding becomes
final, whichever occurs later; and if the taking is total, the rent shall
immediately abate, or if only partial, but is sufficient in Tenant’s reasonable
judgment to prevent or substantially impair operation of the business then
located on the Premises, the rent shall abate when physical possession of the
Premises is taken. Neither the existence nor exercise of any right under this
Lease to terminate, nor any abatement of rent, shall waive, limit or affect in
any way Tenant’s rights, then accrued or thereafter to accrue, in any
proceeding, settlement or award for condemnation or for damages resulting from
any other of the events specified in this Article XV. 

       

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      ARTICLE XVI 

       

      EMINENT DOMAIN

       

           16.01 In
the event the entire Premises shall be appropriated or taken under the power of
eminent domain by any public or quasi-public authority, this Lease shall
terminate and expire as of the date of such taking and the parties hereto shall
thereupon be released from any liability thereafter accruing hereunder. 

       

           16.02 In
the event more than ten percent (10%) of the ground floor area of the Premises
is taken under the power of eminent domain by any public or quasi-public
authority, Tenant shall have the right to terminate this Lease as of the date of
such taking upon giving to Landlord notice, in writing, of such election within
thirty (30) days after such appropriation or taking. In the event of such
termination, both parties shall thereupon be released from any liability
thereafter accruing hereunder. Landlord agrees immediately after it received
notice of the intention of any such authority to appropriate or take to give to
Tenant notice, in writing, thereof. 

       

           16.03 This
Lease is not terminated by Tenant in accordance with the foregoing provisions,
there shall be no abatement of rent and this Lease shall remain in full force
and effect and Landlord shall receive and retain any amount awarded as
compensation for the taking of fixtures and equipment owned by Landlord or for
the expense of removing or repairing the same or for improvements constructed by
Landlord at its own cost. 

       

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           16.04 If
this Lease is terminated in the manner hereinabove provided, each party shall be
entitled to any award made to it in such proceedings, but the rent for the last
month of Tenant’s occupancy shall be prorated and Landlord agrees to refund to
Tenant any rent paid in advance. 

       

      XVII

       

      ATTORNEYS’ FEES

       

           17.01 If
as a result of any breach or default in the performance of any of the provisions
of this Lease, Landlord uses the services of an attorney in order to secure
compliance with such provision or recover damages therefor, or to terminate this
Lease or evict Tenants, Tenant shall reimburse Landlord upon demand for any and
all reasonable attorneys’ fees and expenses so incurred by Landlord, provided
that if Tenant shall be the prevailing party in any legal action brought by
Landlord against Tenant, Tenant shall be entitled to recover reasonable
attorneys’ fees and expenses incurred by Tenant. 

       

      ARTICLE XVIII 

       

      HOLDING OVER

       

           18.01 Any
holding over after the expiration of the term of this Lease with the consent of
Landlord shall be deemed a tenancy from month-to-month at a rental equal to one
hundred twenty percent (120%) of the monthly rental being paid by Tenant as of
the last month of the term of this Lease. All other conditions and agreements of
this Lease shall be applicable to such holding over. 

       

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      ARTICLE XIX 

       

      MISCELLANEOUS

       

           19.01
Notices.
Whenever under this Lease a provision is made for any demand, notice or
declaration of any kind or where it is deemed desirable or necessary by either
party to give or serve any such notice, demand or declaration to the other, it
shall be in writing sent by registered or certified mail with postage prepaid,
if to Tenant, addressed to Tenant at 1141 A Cummings Road, Santa Paula,
California 93060 and if to Landlord, addressed to Landlord at 1141 Cummings
Road, Santa Paula, California 93060 and either party may, by like notice, at any
time and from time to time, designate a different address to which notices shall
be sent. Such notices, demands or declarations shall be deemed sufficiently
served or given for all purposes hereunder at the time they shall be mailed by
United States registered or certified mail as aforesaid. 

       

           19.02
Waiver. One or
more waivers of any covenant, term or condition of this Lease by either party
shall not be construed by the other party as a waiver of a subsequent breach of
the same covenant, term or condition. The consent or approval of either party to
or of any act by the other party of a nature requiring consent or approval shall
not be deemed to waiver or render unnecessary consent to or approval of any
subsequent similar act. 

       

           19.03
Relationship of
Parties. Nothing contained in this Lease shall be deemed or construed by
the parties hereto or by any third party to create the relationship of principal
and agent or of partnership or of joint venture or of any association whatsoever


       

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      between Landlord and Tenant, it being
expressly understood and agreed that none of the provisions contained in this
Lease nor any act or acts of the parties hereto shall be deemed to create any
relationship between Landlord and Tenant other than the relationship of Landlord
and Tenant. 

       

           19.04
Governing Laws.
The laws of the State of California shall govern the validity, performance and
enforcement of this Lease. 

       

           19.05
Savings Clause.
The invalidity or unenforcibility of any provision of this Lease shall not
affect or impair the validity of any other provision. 

       

           19.06
Margin
Headings. The Paragraph titles herein are for convenience only and do not
define, limit or construe the contents of such Paragraph. 

       

           19.07
Covenant to Bind
Successors. It is agreed that the provisions, covenants and conditions of
this Lease shall be binding on the legal representatives, heirs, successors and
assigns of the respective parties hereto. 

       

           19.08
Entire
Agreement. This Lease and the Exhibits attached hereto and forming a part
hereof, set forth all of the covenants, promises, agreements, conditions and
understandings between Landlord and Tenant governing the Premises. There are no
covenants, promises, agreements, conditions and understandings, either oral or
written, between them other than those herein set forth. Except as herein
provided, no subsequent 

       

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      alterations, amendments, changes or
additions to this Lease shall be binding upon Landlord or Tenant unless and
until reduced to writing and signed by both parties. 

       

           IN WITNESS
WHEREOF, the parties hereto have executed this Lease Agreement as of the day and
year first above written. 

       

      
        	 	 	 	 	 
	 	 	LANDLORD
	
                 

              	 	 	 	 
	 	 	LIMONEIRA COMPANY
	
                 

              	 	 	 	 
	
                
                

              	 	By 	 	  /s/ Harold Edwards
	
                
                

              	 	 	 	 
	
                 

              	 	 	 	 
	
                
                

              	 	By 	 	  /s/ Don Delmatoff
	
                
                

              	 	 	 	 
	
                 

              	 	 	 	 
	 	 	TENANT
	
                 

              	 	 	 	 
	 	 	CALAVO GROWERS INC.
	
                 

              	 	 	 	 
	
                
                

              	 	By 	 	  /s/ Lecil Cole
	
                
                

              	 	 	 	 
	
                 

              	 	 	 	 
	
                
                

              	 	By 	 	  /s/ Arthur Bruno
	
                
                

              	 	 	 	 


      

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