exv10w15






EXHIBIT 10.15




     This
FIRST AMENDMENT AGREEMENT, dated as of August 28, 2008 (this “Agreement”), is
between the parties to that certain Business Loan Agreement, dated as of October 15, 2007 (as
amended, the “Business Loan Agreement”), between CALAVO GROWERS, INC. (“Borrower”) and BANK OF
AMERICA, N.A. (the “Bank”).



     In consideration of the premises and the covenants herein contained, the parties hereto agree
as follows:



     Section 1. Definitions. Terms defined in the Business Loan Agreement are used herein
with the same meanings unless otherwise specifically defined herein.



     Section 2. Amendments to the Business Loan Agreement. The Business Loan Agreement
is hereby amended:




	 	(a)	 	To amend and restate subsection (d) of Section 7.3 thereof in its entirety as follows:






     (d) Liabilities, lines of credit and leases in existence
on the date of this Agreement disclosed in writing to the Bank,
including that certain $20,000,000 line of credit with Cooperative
Bank, which line of credit may be increased to $30,000,000 and which
shall be on terms no more restrictive on the Borrower than the terms
of this Agreement.




	 	(b)	 	To amend and restate subsection (d) of Section 7.4 thereof in its entirety as follows:






     (d)
Additional purchase money security interests in
assets acquired after the date of this Agreement, if the total
principal amount of debts secured by such liens does not exceed
$1,625,000 (including the capital lease to expand the warehouse and
ProRipe facilities in New Jersey).




	 	(c)	 	To amend and restate subsection (b) of Section 7.10 thereof in its entirely as follows:






     (b) Acquire or purchase a business or its assets, except
that the Borrower may acquire the Hawaiian papaya operation and
certain related real property owned by Lee Cole for a total
consideration not exceeding $14,000,000.



     Section 3.
Limited Waiver. Bank hereby waives any events of default under the
Business
Loan Agreement existing on the Effective Date resulting from Borrower’s failure to comply with the
Business Loan Agreement to the extent that such events of default are no longer continuing after
giving effect to the amendments set forth in Section 2 of this Agreement.



     Section 4.
Effect. Except as specifically set forth herein, this Agreement does not limit,
modify, amend, waive, grant any consent with respect to, or otherwise affect (a) any right, power
or remedy of the Bank under the Business Loan Agreement, or (b) any provision of the Business Loan
Agreement, all of which shall remain in full force and effect and are hereby ratified and
confirmed. This Agreement does not entitle, or imply any consent or agreement to, any further or
future modification of, amendment to, waiver of, or consent with respect to any provision of the
Business Loan Agreement.



     Section 5. Conditions of Effectiveness. This Agreement shall become
effective as of the
date hereof (the “Effective Date”) when Bank has received a counterpart hereof signed by Borrower.



     Section 6.
Representations and Warranties. Borrower represents and warrants that:



     (a) The execution, delivery and performance by Borrower of this Agreement is within
Borrower’s corporate powers, has been duly authorized by all necessary corporate action, and
requires no action by or in respect of, or filing with, any governmental body, agency or official,
and the execution, delivery and performance by Borrower of this Agreement does not contravene, or
constitute a default under, any provision of applicable law or regulations or of the certificate or
articles of incorporation or the by-laws of Borrower or any of its subsidiaries, or any other
material agreement, judgment, injunction, order, decree or other instrument binding upon Borrower
or any of its subsidiaries, or result in the creation or imposition of any lien on any asset of the
Borrower or any of its subsidiaries, except for liens in favor of
Bank.



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     (b) This Agreement constitutes the valid and binding obligations of Borrower, enforceable
against Borrower in accordance with its respective terms, except as enforceability may be subject
to applicable bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in
effect relating to creditors’ rights, and to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law).



     (c) After giving effect to this Agreement, no Event of Default, or event which with the lapse
of time, the giving of notice or both, would constitute an Event of Default has occurred and is
continuing, and after giving effect to this Agreement, the representations and warranties of
Borrower contained in the Business Loan Agreement and the other loan documents delivered pursuant
thereto are true and correct in all material respects as of the date hereof as if made on the date
hereof.



     Section 7. Counterparts; Facsimile Signatures. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts, each of which when
so executed and delivered shall be deemed to be an original with the same effect as if all the
signatures were on the same instrument. Delivery of an executed counterpart of the signature page
to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart
of this Agreement. Any party delivering an executed counterpart of the signature page to this
Agreement by telecopier shall thereafter promptly deliver a manually executed counterpart of this
Agreement, but the failure to deliver such manually executed counterpart shall not affect the
validity, enforceability, and binding effect of this Agreement.



     Section 8. Governing Law, Submission to Jurisdiction, and Waiver of Jury
Trial/Arbitration.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE
OF CALIFORNIA AND IS SUBJECT TO THE PROVISIONS OF SECTION 9.4 OF THE BUSINESS LOAN AGREEMENT,
RELATING TO ARBITRATION AND WAIVER OF JURY TRIAL, THE PROVISIONS OF WHICH ARE BY THIS REFERENCE
HEREBY INCORPORATED HEREIN IN FULL.



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective authorized signatories as of the date first above written.



	 	 	 	 	 	 	 
	BORROWER:	 	CALAVO GROWERS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Scott H. Runge            /s/ James Snyder
	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	SCOTT H. RUNGE         JAMES SNYDER	 	 
	 

	 	Title:
	 	TREASURER                  CONTROLLER	 	 
	 
	 	 	 	 	 	 
	BANK:	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Christine Young	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Christine Young	 	 
	 

	 	Title:
	 	Sr. Credit Products Analyst	 	 







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