LOAN
MODIFICATION AGREEMENT AND WAIVER


 


THIS
LOAN MODIFICATION AGREEMENT AND WAIVER (this “Modification”) executed as of March 23, 2018, and effective at
the Effective Time, is by and among ORGANIC PRODUCTS TRADING COMPANY LLC, a Delaware limited liability company and COFFEE HOLDING
CO., INC., a Nevada corporation (collectively, the “Borrowers”), the Guarantors identified on the signature
pages hereto and STERLING NATIONAL BANK, a national banking association (herein called the “Secured Party”
or the “Bank”).


 


W
I T N E S S E T H:


 


WHEREAS,
the Borrowers, the Guarantors and the Bank entered into that certain Amended and Restated Loan and Security Agreement dated as
of April 25, 2017 (the “Loan Agreement” as heretofore amended, supplemented or otherwise modified from time
to time), for the purposes and consideration therein expressed, pursuant to which the Bank became obligated to make Loans to the
Borrowers as therein provided; and


 


WHEREAS,
the Borrowers failed to comply with Annex 2, Section 16.2(d) of the Loan Agreement (Net Profit) for the period ending October
31, 2017 resulting in an Event of Default under the Loan Agreement (the “Specified Event of Default”): and


 


WHEREAS,
the Borrowers have requested and the Bank has agreed to waive the Specified Event of Default and to otherwise amend the Loan Agreement
as provided herein.


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Loan Agreement,
in consideration of the Loans which may hereafter be made by the Bank to the Borrowers, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:


 


Article
I

Definitions and Waiver


 


Section
1.1 Terms Defined in the Loan Agreement. Unless the context otherwise requires or unless otherwise expressly defined herein,
the terms defined in the Loan Agreement shall have the same meanings whenever used in this Modification.


 


Section
1.2 Waiver of Specified Event of Default. The Bank hereby waives and elects to forego exercising rights and remedies
in respect of the Specified Event of Default. Except as expressly set forth herein with respect to the Specified Event of Default,
nothing in this Modification constitutes or shall be deemed to constitute a waiver of any of the rights or remedies of the Bank
under the terms of the Loan Agreement, any Guaranty or applicable law, all of which are hereby reserved. The Bank is not waiving
any Default or Event of Default other than the Specified Event of Default. Except as provided herein, all terms, conditions and
covenants set forth in the Loan Documents shall remain unaffected and in full force and effect.


 




    	 



     


    

 


Article
II

Modification to the Loan Agreement


 


Section
2.1 Modification.


 


(a)       The
definition of “Applicable Margin in Annex 1 of the Loan Agreement is hereby amended and changed as follows:


 


“Applicable
Margin” means, for any day with respect to a Revolving Loan, two percent (2.0%) per annum.


 


(b)       The
definitions of “Maturity Date” and “Maximum Facility Amount” in Annex 2 of the Loan Agreement are hereby
amended and changed as follows:


 


Maturity
Date: The Revolving Credit Facility shall mature and terminate on March 31, 2020 (the “Maturity Date”). If the Maturity
Date shall fall on a day which is not a Business Day, the due date for payment hereunder shall be extended to the next succeeding
Business Day, and such extension of time shall be included in computing interest and fees in connection with such payment.


 


Maximum
Facility Amount: $14,000,000.


 


Article
III

Conditions of Effectiveness


 


Section
3.1 Effective Time. This Modification shall become effective as of the date first above written once the following conditions
precedent have been satisfied in full (the “Effective Time”):


 


(a)       Bank
shall have received, at Bank’s office, a duly executed counterpart of this Modification from each Borrower; and


 


(b)       Other
than the Specified Event of Default, no Default or Event of Default shall have occurred and be continuing; and


 


(c)       Notwithstanding
the Effective Time above, the Applicable Margin, as revised in this Modification, shall be effective as of March 1, 2018.


 


Article
IV

Representations and Warranties


 


Section
4.1 Representations and Warranties of Borrower and Guarantor. In order to induce Bank to enter into this Modification,
Borrowers and Guarantors hereby represent and warrant to Bank that:


 


(a)       The
representations and warranties contained in the Loan Agreement are true and correct in all material respects at and as of the
Effective Time; provided, however, those representations and warranties containing a reference to a particular date
shall continue to be qualified by reference to such date;


 




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(b)       The
Borrowers and Guarantors are duly authorized to execute and deliver this Modification and are duly authorized to borrow and perform
their obligations under the Loan Agreement and the other Loan Documents. The Borrowers and Guarantors have duly taken all corporate
action necessary to authorize the execution and delivery of this Modification and to authorize the performance of the obligations
of Borrowers and Guarantors hereunder;


 


(c)       The
execution and delivery by the Borrowers and Guarantors of this Modification, the performance by the Borrowers and Guarantors of
their obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and
will not conflict with, violate or constitute a breach or default under (i) any provision of applicable law applicable to it or
any of its Subsidiaries, (ii) its organizational documents, (iii) any agreement or instrument to which it is a party or which
is otherwise binding upon it, or (iv) any material judgment, license, order or permit applicable to or binding upon it;


 


(d)       Except
for those which have been duly obtained, no consent, approval, exemption, authorization or other action by, notice to, or filing
with any governmental authority or third party is required in connection with the execution and delivery by the Borrowers and
Guarantors of this Modification or to consummate the transactions contemplated hereby;


 


(e)       When
duly executed and delivered, this Modification will constitute the legal, valid and binding obligation of the Borrowers and Guarantors,
enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to enforcement of creditors’ rights; and


 


(f)       Other
than as specified in this Modification, no Default or Event of Default exists under the Loan Agreement or any of the other Loan
Documents.


 


Article
V

Miscellaneous


 


Section
5.1 Ratification of Agreement. The Loan Agreement as hereby amended is hereby ratified and confirmed in all respects. Any
reference to the Loan Agreement in any Loan Document shall be deemed to refer to the Loan Agreement, as amended by this Modification.
The execution, delivery and effectiveness of this Modification shall not operate as a waiver of any right, power or remedy of
Bank or Secured Party under the Loan Agreement or any other Loan Document nor constitute a waiver of any provision of the Loan
Agreement or any other Loan Document.


 


Section 5.2 Survival
of Agreements. All representations, warranties, covenants and agreements of the Borrowers and Guarantors herein shall survive
the execution and delivery of this Modification and the performance hereof, and shall further survive until all of the Obligations
are paid in full. All statements and agreements contained in any certificate or instrument delivered by the Borrowers and Guarantors
hereunder or under the Loan Agreement or the Guaranty to Bank or Secured Party shall be deemed to constitute representations and
warranties by, or agreements and covenants of, the Borrowers and Guarantors under this Modification and under the Loan Agreement
and Guaranty.


 




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Section
5.3 Loan Document. This Modification is a Loan Document, and all provisions in the Loan Agreement pertaining to Loan Documents
apply hereto.


 


Section
5.4 Governing Law. THIS MODIFICATION HAS BEEN EXECUTED OR COMPLETED AND/OR IS TO BE PERFORMED IN NEW YORK, AND IT AND ALL
TRANSACTIONS HEREUNDER OR PURSUANT HERETO SHALL BE GOVERNED AS TO INTERPRETATION, VALIDITY, EFFECT, RIGHTS, DUTIES AND REMEDIES
OF THE PARTIES HEREUNDER AND IN ALL RESPECTS BY THE LAWS OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES
THEREOF, BUT INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW.


 


Section
5.5 Counterparts; Fax. This Modification may be executed in any number of counterparts and signature pages may be detached
from multiple separate counterparts and attached to the same document. A telecopy or other electronic transmission of any such
executed counterpart signature page shall be deemed valid as an original.


 


THIS
MODIFICATION AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.


 


THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 


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Remainder of this Page is Intentionally Left Blank]


 




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IN
WITNESS WHEREOF, this Modification is executed as of the date first above written.


 


	 	BORROWERS:
	 	 	 
	 	ORGANIC PRODUCTS TRADING COMPANY LLC
	 	 	 
	 	By:	/s/
    Andrew Gordon      
	 	 	Andrew
    Gordon, Manager


 


	 	COFFEE HOLDING CO., INC.
	 	 	 
	 	By:	/s/
    Andrew Gordon
	 	 	Andrew
    Gordon, President


 


	 	BANK/SECURED PARTY:
	 	 	 
	 	STERLING NATIONAL BANK
	 	 	 
	 	By:	/s/
    Mark Long              
	 	 	Mark
    J. Long, S.V.P.


 


[Signatures
Continued On Next Page]


 




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Agreed
and acknowledged:


 


	SONOFRESCO, LLC, Guarantor	 
	 	 	 
	By:	/s/
    Andrew Gordon	 
	Name:	Andrew
    Gordon	 
	Title:	President	 


 


	COMFORT FOODS, INC., Guarantor	 
	 	 	 
	By:
	/s/
    Andrew Gordon	 
	Name:	Andrew
    Gordon	 
	Title:	President	 


 


	Validity
    Guarantors:	 
	 	 
	/s/
    Andrew Gordon 	 
	Andrew
    Gordon	 


 


	/s/
    David Gordon	 
	David
    Gordon	 


 




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