ex10-4.htm



Exhibit 10.4


 


EXECUTION COPY







 


LOAN AGREEMENT


 


Among


 


GENERAL ELECTRIC CAPITAL CORPORATION,


 


as Lender and as Collateral Agent,


 


and


 


APIO, INC.,


 


APIO COOLING A CALIFORNIA LIMITED PARTNERSHIP,


 


GREENLINE FOODS, INC.


 


and


 


GREENLINE SOUTH CAROLINA PROPERTIES, LLC,


 


as Borrowers


 


Dated as of April 23, 2012


 




  





  











  






 



TABLE OF CONTENTS



 



	 	 	
Page







 




ARTICLE I




DEFINITIONS AND EXHIBITS


 



	
Section 1.01.

	
Definitions 

	
1







 



	
Section 1.02.

	
Exhibits 

	
6







 



	
Section 1.03.

	
Rules of Construction 

	
6







 


ARTICLE II


TERMS OF LOAN


 



	
Section 2.01.

	
Loan 

	
7







 



	
Section 2.02.

	
Interest 

	
7







 



	
Section 2.03.

	
Payments 

	
7







 



	
Section 2.04.

	
Payment on Non-Business Days 

	
7







 



	
Section 2.05.

	
Loan Payments To Be Unconditional 

	
7







 



	
Section 2.06.

	
Prepayments 

	
7







 



	
Section 2.07.

	
Joint and Several Liability 

	
8







 



	
Section 2.08.

	
Security 

	
9







 


ARTICLE III


CONDITIONS PRECEDENT


 



	
Section 3.01.

	
Conditions of Closing 

	
9







 


ARTICLE IV


 


REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWERS 12


 


ARTICLE V


TITLE TO COLLATERAL; SECURITY INTEREST


 



	
Section 5.01.

	
Title to Collateral 

	
14







 



	
Section 5.02.

	
Security Interest in Collateral 

	
14







 



	
Section 5.03.

	
Change in Name or Corporate Structure of any Borrower; Change in Location of any Borrower’s Chief Executive Office or Principal Executive Office 

	
14







 



	
Section 5.04.

	
Liens 

	
15







 



	
Section 5.05.

	
Assignment of Insurance 

	
15







 



	
Section 5.06.

	
Collateral Agent 

	
15







 




  





  











  






 


ARTICLE VI


AFFIRMATIVE COVENANTS OF BORROWERS


 



	
Section 6.01.

	
Reporting Requirements 

	
16







 



	
Section 6.02.

	
Books and Records; Inspection and Examination 

	
17







 



	
Section 6.03.

	
Compliance With Laws 

	
17







 



	
Section 6.04.

	
Environmental Compliance 

	
18







 



	
Section 6.05.

	
Payment of Taxes and Other Claims 

	
18







 



	
Section 6.06.

	
Preservation and Maintenance of Collateral 

	
19







 



	
Section 6.07.

	
Insurance 

	
19







 



	
Section 6.08.

	
Preservation of Existence 

	
21







 



	
Section 6.09.

	
Performance by Lender 

	
21







 



	
Section 6.10.

	
GreenLine Permits 

	
22







 


ARTICLE VII


NEGATIVE COVENANTS OF BORROWERS


 



	
Section 7.01.

	
Sale of Assets 

	
22







 



	
Section 7.02.

	
Consolidation and Merger 

	
22







 



	
Section 7.03.

	
Accounting 

	
23







 



	
Section 7.04.

	
Modifications and Substitutions 

	
23







 



	
Section 7.05.

	
Use of Property 

	
23







 


ARTICLE VIII


DAMAGE AND DESTRUCTION; CONDEMNATION


 



	
Section 8.01.

	
Damage and Destruction 

	
24







 



	
Section 8.02.

	
Condemnation 

	
24







 


ARTICLE IX


ASSIGNMENT, SUBLEASING AND SELLING


 



	
Section 9.01.

	
Assignment by Lender 

	
25







 



	
Section 9.02.

	
No Sale or Assignment by Borrowers 

	
25







 


ARTICLE X


EVENTS OF DEFAULT AND REMEDIES


 



	
Section 10.01.

	
Events of Default 

	
25







 



	
Section 10.02.

	
Remedies on Default 

	
26







 



	
Section 10.03.

	
No Remedy Exclusive 

	
27







 



	
Section 10.04.

	
Late Charge; Default Interest 

	
27







 




  





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ARTICLE XI


MISCELLANEOUS


 



	
Section 11.01.

	
Costs and Expenses of Lender and Collateral Agent 

	
28







 



	
Section 11.02.

	
Disclaimer of Warranties 

	
28







 



	
Section 11.03.

	
Notices 

	
28







 



	
Section 11.04.

	
Further Assurance and Corrective Instruments 

	
29







 



	
Section 11.05.

	
Binding Effect; Time of the Essence 

	

29









 



	
Section 11.06.

	
Severability 

	

29









 



	
Section 11.07.

	
Amendments 

	

29









 



	
Section 11.08.

	
Execution in Counterparts 

	

29









 



	
Section 11.09.

	
Applicable Law 

	

29









 



	
Section 11.10.

	
Captions 

	

29









 



	
Section 11.11.

	
Entire Agreement 

	

29









 



	
Section 11.12.

	
Usury 

	

29









 



	
Section 11.13.

	
Limitations of Liability 

	
30







 



	
Section 11.14.

	
Waiver of Jury Trial 

	
30







 


Exhibit A-1 – Schedule of Loan Payments (Permanent Note)


Exhibit A-2 – Schedule of Loan Payments (Bridge Note)


Exhibit B – List of Equipment Facility Collateral


Exhibit C – Form of Certificate of Chief Financial Officer









  





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LOAN AGREEMENT


 


THIS LOAN AGREEMENT dated as of April 23, 2012 (this “Agreement”) between General Electric Capital Corporation, a Delaware corporation “GECC”), as lender (with its successors and assigns, “Lender”) and as collateral agent for the benefit of itself and Lender (together with its successors and assigns, “Collateral Agent”), and Apio, Inc., a Delaware corporation (“Apio”), Apio Cooling A California Limited Partnership, a California limited partnership (“Apio Cooling”), GreenLine Foods, Inc., an Ohio corporation (“GreenLine Foods”), and GreenLine South Carolina Properties, LLC, an Ohio limited liability company (“GreenLine SC”; Apio, Apio Cooling, GreenLine Foods and GreenLine SC may be referred to herein individually as “Borrower” and collectively as “Borrowers”).


 


WHEREAS, Borrowers propose to borrow from Lender the proceeds of the Loan (defined below) upon the terms and conditions set forth herein; and


 


WHEREAS, Lender is willing to make such Loan to Borrowers upon the terms and conditions set forth herein;


 


NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, and in consideration of the premises contained in this Agreement, Lender, Collateral Agent and Borrowers agree as follows:


 


ARTICLE I


 


DEFINITIONS AND EXHIBITS


 


Section 1.01.  Definitions.  The following terms used herein will have the meanings indicated below unless the context clearly requires otherwise:


 


“Agreement” means this Agreement, including all exhibits hereto, as any of the same may be supplemented or amended from time to time in accordance with the terms hereof.


 


“Borrower Documents” means, collectively, this Agreement, the Promissory Notes, the Mortgages, the Environmental Indemnity Agreement, the Subordination Agreements, the Security Agreement and any other agreements, documents or certificates executed by any Borrower in connection with the Loan contemplated by this Agreement.


 


“Bridge Note” means the Promissory Note dated as of the Closing Date by Borrowers payable to the order of Lender and in the original amount of $1,200,000, as amended, modified and restated from time to time.


 


“Business Day” means a day other than a Saturday or Sunday on which banks are generally open for business in New York, New York and San Francisco, California.


 


“Cal Ex” means Cal Ex Trading Company, a Delaware corporation.


 


“Closing Date” means April 23, 2012.


 




  





  











  






 


“Collateral” means (a) the Real Estate Collateral, and (b) so long as a GE Entity is the lender under the Equipment Facility, the Equipment Facility Collateral.


 


“Collateral Agent Documents” means this Agreement, the Subordination Agreements and the Mortgages and any other document or agreement that is executed in connection with transactions contemplated hereby and to which Collateral Agent is a party.


 


“Contested Taxes” means any tax, assessment, charge or claim whose amount, applicability or validity is diligently being contested in good faith by appropriate proceedings; provided, however, if the failure to pay such Contested Taxes results in a Lien on the Real Estate Collateral, (a) Borrowers shall obtain title insurance endorsements and bonds or other security in a manner acceptable to Collateral Agent in its reasonable but sole discretion, and (b) Borrowers must demonstrate to Collateral Agent’s reasonable satisfaction that the proceedings will conclusively operate to prevent the sale of any Real Estate Collateral in order to satisfy the Lien prior to the final determination of such proceedings.


 


“Credit Party” means, individually, each Borrower and each Guarantor, and “Credit Parties” means, collectively, each and every Credit Party.


 


“Damaged Collateral” means any portion of the Collateral not constituting Equipment Facility Collateral that is lost, stolen, destroyed or damaged beyond repair.


 


“Damaged Collateral Amount” means an amount equal to the product of (a) the then current Prepayment Amount and (b) a percentage equal to the original appraised value of the Damaged Collateral divided by the original appraised value of all of the Real Estate Collateral.


 


“Default” means an event that, with giving of notice or passage of time or both, would constitute an Event of Default as provided in Article X hereof.


 


“Environmental Indemnity Agreement” means the Environmental Indemnity Agreement dated as of April 23, 2012 executed by Borrowers and Guarantors for the benefit of Lender and Collateral Agent, as hereafter modified, amended or restated from time to time.


 


“Environmental Laws” means any federal, state and local laws relating to emissions, discharges, releases of Hazardous Wastes or Materials into ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Wastes or Materials.


 


“Equipment Facility Collateral” means (a) the equipment and other collateral pledged to Equipment Lender under the Equipment Facility Documents as described in Exhibit B hereto, (b) all substitutions for any of the foregoing property, and (c) all proceeds of any of the foregoing property.


 


“Equipment Facility Documents” means, collectively, the Master Security Agreement dated as of April 23, 2012 between GECC and Apio and certain equipment schedules and promissory notes issued thereunder from time to time, each as hereafter modified, amended or restated from time to time.


 




  





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“Equipment Lender” means GECC, GE Capital Commercial Inc. or any other GE Entity that enters into an equipment schedule under the Equipment Facility Documents.


 


“GAAP” means generally accepted accounting principles applied on a consistent basis.


 


“GreenLine Holding” means GreenLine Holding Company, a Delaware corporation.


 


“GreenLine Logistics” means Greenline Logistics, Inc., an Ohio corporation.


 


“GreenLine Permits” has the meaning assigned to such term in Article IV(h) hereof.


 


“GE Entity” means GECC and GE Capital Commercial Inc. and any other related entity 100% of whose common stock is directly or indirectly owned by GECC or any of its affiliates.


 


“Guarantor” means, individually, GreenLine Holding, Landec, Cal Ex and GreenLine Logistics and “Guarantors” means, collectively, each and every Guarantor.


 


“Guaranty Agreement” means the Guaranty dated as of April 23, 2012 by Guarantors for the benefit of Lender and Collateral Agent, as hereafter modified, amended or restated from time to time.


 


“Guarantor Documents” means the Guaranty Agreement, the Environmental Indemnity Agreement, the Security Agreement and any other agreements, documents or certificates executed by any Guarantor in connection with the Loan contemplated by this Agreement.


 


“Hazardous Waste or Materials” means any substance or material defined in or designated as hazardous or toxic wastes, hazardous or toxic material, a hazardous, toxic or radioactive substance, or other similar term, by any Environmental Law now or hereafter in effect.


 


“Landec” means Landec Corporation, a Delaware corporation.


 


“Lender” means (a) GECC, acting as lender under this Agreement, (b) any surviving, resulting or transferee corporation of GECC and (c) except where the context requires otherwise, any assignee(s) of Lender.


 


“Lien” means any security interest, mortgage, pledge, hypothecation, assignment, lien, charge, encumbrance or claim against or interest in property of any kind or nature whatsoever.


 


“Loan” means the loan from Lender to Borrowers pursuant to this Agreement.


 


“Loan Documents” means, collectively, the Borrower Documents, the Guarantor Documents and any other agreements, documents or certificates executed by any Credit Party in connection with the Loan contemplated by this Agreement.


 


“Loan Payments” means the loan payments payable by Borrowers pursuant to the provisions of this Agreement as specifically set forth in Exhibit A-1 hereto with respect to the Permanent Note and Exhibit A-2 hereto with respect to the Bridge Note.  As provided in Article II hereof, Borrowers shall pay Loan Payments to Lender in the amounts and at the times as set forth in Exhibits A-1 and A-2 hereto and the Promissory Notes.


 




  





3











  






 


“Loan Proceeds” means the total amount of money disbursed by Lender to Title Company pursuant to Section 2.02 hereof for disbursement on behalf of Borrowers in accordance with the settlement statement executed on behalf of Borrowers at closing.


 


“Mortgage” means, individually, with respect to each Property, a Mortgage or Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing dated as of the date hereof executed by the related Borrower for the benefit of Collateral Agent, as hereafter modified, amended or restated from time to time, and “Mortgages” means, collectively, each and every Mortgage.


 


“Obligations” means any and all obligations and indebtedness, payment, performance or otherwise, arising out of any of the following, as amended, modified or restated from time to time:  (a) this Agreement, (b) the Promissory Notes, and (c) any other Loan Document.


 


“Ordinary Course of Business” means, in respect of any transaction involving any person or entity, the ordinary course of such person’s or entity’s business, as conducted by any such person or entity in accordance with past practice and undertaken by such person or entity in good faith and not for purposes of evading any covenant or restriction in any Loan Document.


 


“Organizational Documents” means, with respect to any organization, the documents by which such organization was organized (such as a certificate of incorporation, certificate of limited partnership or articles of organization, and including, without limitation, any certificates of designation for preferred stock or other forms of preferred equity) and which relate to the internal governance of such organization (such as by-laws, a partnership agreement or an operating, limited liability or members agreement).


 


“Permanent Note” means the Promissory Note dated as of the Closing Date by Borrowers payable to the order of Lender and in the original amount of $17,956,250.


 


“Permitted Exceptions” means, with respect to each Property, the permitted exceptions set forth in Exhibit B to the Mortgage encumbering such Property.


 


“Permitted Liens” means (a) any Lien created under any Loan Documents, (b) Liens for taxes, fees, assessments or other governmental charges which are not past due or remain payable without penalty, (c) with respect to the Equipment Facility Collateral, any Lien created under the Equipment Facility Documents, (d) with respect to the Revolving Facility Collateral, any Lien created under the Revolving Facility Documents, (e) carriers’, warehousemen’s, mechanic’s, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are not past due or remain payable without penalty or which are being contested in good faith by appropriate proceedings diligently prosecuted and which (i) Borrowers obtain title insurance endorsements and bonds or other security in a manner acceptable to Collateral Agent in its reasonable but sole discretion, (ii) Borrowers demonstrate to Collateral Agent’s reasonable satisfaction that the proceedings will conclusively operate to prevent the sale of any Real Estate Collateral in order to satisfy the Lien prior to the final determination of such proceedings, and (iii) Borrowers maintain adequate reserves in accordance with GAAP, and (f) Liens consisting of judgment or judicial attachment liens (other than for payment of taxes, assessments or other governmental charges), provided that (i) the enforcement of such Liens is effectively stayed, (ii) Borrowers obtain title insurance endorsements and bonds or other security in a manner acceptable to Collateral Agent in its reasonable but sole discretion and (iii) all such Liens secure claims in the aggregate at any time outstanding for Borrowers and their subsidiaries not exceeding $350,000.


 




  





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“Prepayment Amount” means the amount which Borrowers may or must from time to time pay or cause to be paid to Lender in order to prepay the Loan, as provided in Section 2.07 hereof, such amount being the sum of (a) the principal amount of the Loan or portion thereof being prepaid, (b) any accrued interest thereon, (c) any other amounts due and owing hereunder and (d) the Prepayment Fee (if any).


 


“Prepayment Fee” means, with respect to each prepayment of the Loan, a fee equal to the percentage of the principal amount of the Loan being prepaid as follows:  (a) 3% if such prepayment occurs before April 23, 2013, (b) 2% if such prepayment occurs on or after April 23, 2013 and before April 23, 2014, (c) 1% if such prepayment occurs on or after April 23, 2014 and before April 23, 2015, and (d) -0-% if such prepayment occurs thereafter.


 


“Promissory Notes” means, collectively, (a) the Permanent Note, and (b) the Bridge Note.


 


“Property” means, individually, “Property” as defined in each Mortgage, and “Properties” means, collectively, each and every Property.


 


“Real Estate Collateral” means, collectively, (a) the Properties, (b) all substitutions for any portion of any Property, and (c) all proceeds of any of the foregoing property.


 


“Revolving Facility Collateral” means all personal property assets of Borrowers.


 


“Revolving Facility Documents” means the Credit Agreement dated as of April 23, 2012 among Apio, Cal Ex and GreenLine Logistics, as borrowers, the other persons thereto designated as credit parties, the lenders party thereto from time to time, and GECC, as agent for such lenders, as the same may be amended, restated or replaced from time to time.


 


“Security Agreement” means the Security Agreement dated as of even date herewith among Collateral Agent, Apio, GreenLine Logistics and Cal Ex, as the same may be amended, restated or replaced from time to time.


 


“State” means the State of New York.


 


“Subordination Agreement” means, with respect to the Property located in Rock Hill, South Carolina, the Subordination Agreement of even date herewith executed by Tenant for the benefit of Collateral Agent, as hereafter modified, amended or restated.


 




  





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“Tenant” means Herb Thyme Farms, Inc., as successor to Herbal Gardens, Inc.







“Terrorism Laws” means Executive Order 13224 issued by the President of the United States of America, the Terrorism Sanctions Regulations (Title 31 Part 595 of the U.S. Code of Federal Regulations), the Terrorism List Governments Sanctions Regulations (Title 31 Part 596 of the U.S. Code of Federal Regulations) and the Foreign Terrorist Organizations Sanctions Regulations (Title 31 Part 597 of the U.S. Code of Federal Regulations), and all other present and future federal, state and local laws, ordinances, regulations, policies and any other requirements of any governmental authority (including, without limitation, the United States Department of the Treasury Office of Foreign Assets Control) addressing, relating to, or attempting to eliminate, terrorist acts and acts of war, each as hereafter supplemented, amended or modified from time to time, and the present and future rules, regulations and guidance documents promulgated under any of the foregoing, or under similar laws, ordinances, regulations, policies or requirements of other states or localities.


 


“Title Company” means First American Title Insurance Company.


 


“UCC” means the Uniform Commercial Code as adopted and in effect in the State.


 


Section 1.02.  Exhibits.  The following exhibits are attached hereto and made a part hereof:


 


Exhibit A-1:                  Schedule of Loan Payments (Permanent Note) setting forth the Loan Payments and Prepayment Amounts.


 


Exhibit A-2:                  Schedule of Loan Payments (Bridge Note) setting forth the Loan Payments and Prepayment Amounts.


 


Exhibit B:                      List of Equipment Facility Collateral.


 


Exhibit C:                      Form of Certificate of Chief Financial Officer.


 


Section 1.03.  Rules of Construction.  (a) The singular form of any word used herein, including the terms defined in Section 1.01 hereof, shall include the plural, and vice versa.  The use herein of a word of any gender shall include correlative words of all genders.


 


(b)           Unless otherwise specified, references to Articles, Sections and other subdivisions of this Agreement are to the designated Articles, Sections and other subdivision of this Agreement as originally executed.  The words “hereof,” “herein,” “hereunder” and words of similar import refer to this Agreement as a whole.


 


(c)           The headings or titles of the several articles and sections shall be solely for convenience of reference and shall not affect the meaning, construction or effect of the provisions hereof.


 




  





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ARTICLE II




 


TERMS OF LOAN


 


Section 2.01.  Loan.  Lender hereby agrees, subject to the terms and conditions of this Agreement, to lend to Borrowers the amount of $19,156,250; and Borrowers hereby agree to borrow from Lender such amount.  The Loan is evidenced by the Promissory Notes.  Upon fulfillment of the conditions set forth in Article III hereof, Lender shall disburse the Loan Proceeds to Title Company for disbursement in accordance with the settlement statement prepared by Title Company.  Borrowers’ obligation to repay the Loan shall commence, and interest shall begin to accrue, on the date that Loan Proceeds are disbursed by Lender pursuant to the preceding sentence.


 


Section 2.02.  Interest.  The principal amount of the Loan outstanding from time to time shall bear interest (computed on the basis of 12 30-day months) at the rate of four and two one-hundredths percent (4.02%).  Interest accruing on the principal balance of the Loan outstanding from time to time shall be payable as provided in Exhibits A-1 and A-2 hereto and in the Promissory Notes and upon earlier demand in accordance with the terms hereof or prepayment in accordance with the terms of Section 2.07 hereof.


 


Section 2.03.  Payments.  Borrowers shall pay to Lender Loan Payments, in the amounts and on the dates set forth in Exhibits A-1 and A-2 hereto and in the Promissory Notes.  All amounts required to be paid by Borrowers hereunder shall be paid in lawful money of the United States of America in immediately available funds.


 


Section 2.04.  Payment on Non-Business Days.  Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Business Day, such payment may be made on the next succeeding Business Day.


 


Section 2.05.  Loan Payments To Be Unconditional.  The obligations of Borrowers to make the Loan Payments required under this Article II and to make other payments hereunder and to perform and observe the covenants and agreements contained herein shall be absolute and unconditional in all events, without abatement, diminution, deduction, setoff or defense for any reason, including (without limitation) any failure of any improvement to be completed or any accident, condemnation, destruction or unforeseen circumstances.  Notwithstanding any dispute between any Borrower and any of Lender, Collateral Agent or any other person, Borrowers shall make all Loan Payments when due and shall not withhold any Loan Payments pending final resolution of such dispute, nor shall Borrowers assert any right of setoff or counterclaim against its obligation to make such payments required under this Agreement.


 


Section 2.06.  Prepayments.  (a) Borrowers may, in their discretion, prepay the Loan and the Promissory Notes in whole at any time on a payment date by paying the applicable Prepayment Amount.


 


(b)           Borrowers shall prepay the Loan and the Promissory Notes in whole or in part at any time pursuant to Sections 8.01 and 8.02 hereto hereof by paying the applicable Damaged Collateral Amount.


 


(c)           Borrowers shall prepay the Loan and the Promissory Notes in full immediately upon written demand of Lender after the occurrence and during the continuance of an Event of Default by paying the applicable Prepayment Amount.


 


Upon any prepayment in part of the Loan and the Promissory Notes, the prepayment shall be applied to the Loan Payments and any other amounts due hereunder and under the Promissory Notes in such order as determined by Lender.


 




  





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Section 2.07.  Joint and Several Liability.  (a)  The obligations under the Borrower Documents of each Borrower are joint and several.  Each reference to the term “Borrower” shall be deemed to refer to each Borrower; each representation and warranty made by any Borrower shall be deemed to have been made by each Borrower; each covenant and undertaking on the part of any Borrower shall be deemed individually applicable with respect to each Borrower; and each event constituting a default under this Agreement shall be determined with respect to each Borrower.  A separate action or actions may be brought and prosecuted against any Borrower whether an action is brought against any other Borrower or whether any other Borrower is joined in any such action or actions.  Each Borrower waives any right to require Collateral Agent or Lender to: (i) proceed against any other Borrower or any other Credit Party; (ii) proceed against or exhaust any Collateral held from any other Borrower or any other Credit Party; or (iii) pursue any other remedy in Collateral Agent’s or Lender’s power whatsoever.  Notices hereunder required to be provided to Borrowers shall be effective if provided to any Borrower.  Any consent on the part of Borrowers hereunder shall be effective when provided by any Borrower, and Collateral Agent and Lender shall be entitled to rely upon any notice or consent given by any Borrower as being notice or consent given by Borrowers hereunder.


 


(b)           In the event that any Borrower is deemed to be a surety or any obligation of any Borrower under this Agreement is deemed to be an agreement by such Borrower to answer for the debt or default of another Borrower or any other Credit Party or as a hypothecation of property as security therefore, each Borrower represents and warrants that:  (i) no representation has been made to it as to the creditworthiness of any other obligor, and (ii) it has established adequate means of obtaining from each other obligor on a continuing basis, financial or other information pertaining to each other obligor’s financial condition.  Each Borrower expressly waives diligence, demand, presentment, protest and notice of every kind and nature whatsoever, including but not limited to, notice of non-payment, dishonor, protest, acceptance, default, acceleration or enforcement of rights and remedies, and consents that Collateral Agent and/or Lender and any Borrower may deal with each other in connection with said obligations or otherwise, or alter any contracts now or hereafter existing between them, in any manner whatsoever, including without limitation the renewal, extension, acceleration, changes in time for payment, and increases or decreases in any principal, rate of interest or other amounts owing, all without in any way altering the liability of each Borrower, or affecting any security for such obligations.  Should any default be made in the payment of any such obligations or in the terms or conditions of any security held, Collateral Agent and Lender are hereby expressly given the right, at their option, to proceed in the enforcement of this Agreement or any other of the Borrower Documents independently of any other remedy or security they may at any time hold in connection with such obligations secured and it shall not be necessary for Collateral Agent or Lender to proceed upon or against and/or exhaust any other security or remedy before proceeding to enforce its rights against any Borrower.  Each Borrower agrees that its obligations under this Agreement and all other Borrower Documents shall be primary, absolute, continuing and unconditional, irrespective of and unaffected by any of the following actions or circumstances (regardless of any notice to or consent of such Borrower):  (i) the genuineness, validity, regularity and enforceability of the Borrower Documents; (ii) any extension, renewal, amendment, change, waiver or other modification of the Borrower Documents or any other document; (iii) the absence of, or delay in, any action to enforce the Borrower Documents; (iv) Collateral Agent’s or Lender’s failure or delay in obtaining any other guaranty of the Obligations; (v) the release of, extension of time for payment or performance by, or any other indulgence granted to any Borrower or any other person with respect to the Obligations by operation of law or otherwise; (vi) the existence, value, condition, loss, subordination or release (with or without substitution) of, or failure to have title to or perfect and maintain a security interest in, or the time, place and manner of any sale or other disposition of any Collateral or security given in connection with the Obligations, or any other impairment (whether intentional or negligent, by operation of law or otherwise) of the rights of Borrowers; (vii) any Borrower’s voluntary or involuntary bankruptcy, assignment for the benefit of creditors, reorganization, or similar proceedings affecting such Borrower or any of its assets; or (viii) any other action or circumstances which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor.  Each Borrower further waives any right of subrogation, reimbursement, exoneration, contribution, indemnification, setoff or other recourse in respect of sums paid to Collateral Agent or Lender by any Borrower, until all the Obligations have been paid in full.  Each Borrower unconditionally and irrevocably (i) waives and agrees not to assert any and all rights, benefits and defenses which might otherwise be available under the laws of the State of New York which might operate, contrary to such Borrower’s agreements in the Borrower Documents, to limit such Borrower’s liability under, or the enforcement of, the Borrower Documents; (ii) waives the benefits of any statutory provision limiting the right of Collateral Agent or Lender to recover a deficiency judgment, or to otherwise proceed, against any person or entity obligated for the payment of the Obligations, after any foreclosure or trustee’s sale of any collateral securing payment of the Obligations; (iii) covenants that the Loan Documents will not be discharged until all of the Obligations are fully satisfied; (iv) agrees that the Borrower Documents shall remain in full effect without regard to, and shall not be affected or impaired by, any invalidity, irregularity or unenforceability in whole or in part of any of the Loan Documents, or any limitation of the liability of any Borrower thereunder, or any limitation on the method or terms of payment thereunder which may now or hereafter be caused or imposed in any manner whatsoever; and (v) waives and relinquishes any right such Borrower now has or may hereafter acquire to revoke the Borrower Documents or any provision thereof.


 




  





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(c)           Each Borrower represents and warrants that (i) each Borrower is an affiliate of each other, (ii) each Borrower is subject to the same control, directly or indirectly, of each other Borrower, and (iii) each Borrower is financially interdependent on each other.  As a result of such common control, each Borrower acknowledges and agrees that a common enterprise exists and that each Borrower will receive consideration for its execution and delivery of the Borrower Documents.


 


Section 2.08.  Security.  The obligations of Borrowers to make the Loan Payments and to make any other payments required hereunder or under any other Borrower Document and to perform or observe the covenants and agreements contained herein and in all other Borrower Document shall be secured by, among other things, a lien on the Collateral pursuant to this Agreement and the Mortgages and by certain other documents executed and delivered in connection herewith.


 


ARTICLE III


 


CONDITIONS PRECEDENT


 


Section 3.01.  Conditions of Closing. Lender’s agreement to make the Loan and to disburse the Loan Proceeds shall be subject to the condition precedent that Lender shall have received all of the following, each in form and substance satisfactory to Lender:


 


(a)           This Agreement, properly executed on behalf of Borrowers, and each of the Exhibits hereto properly completed.


 


(b)           The Promissory Notes, properly executed on behalf of Borrowers.


 


(c)           Each Mortgage, properly executed on behalf of the applicable Borrower.


 


(d)           The Environmental Indemnity Agreement, properly executed on behalf of the Credit Parties.


 


(e)           The Guaranty Agreement, properly executed on behalf of Guarantors.


 


(f)            The Security Agreement, properly executed on behalf of Apio, Cal Ex and GreenLine Logistics.


 


(g)           A Subordination Agreement, properly executed on behalf of Tenant.


 


(h)           A certificate of the Secretary or an Assistant Secretary of each Credit Party, certifying as to (i) the resolutions of the board of directors or consent of the members or managers of such Credit Party, authorizing the execution, delivery and performance of the Loan Documents, (ii) the Organizational Documents of such Credit Party, and (iii) the signatures of the officers or agents of such Credit Party authorized to execute and deliver the Borrower Documents on behalf of such Credit Party.


 


(i)            Currently certified copies of the articles of incorporation or organization of each Credit Party.


 


(j)            A Certificate of Good Standing issued as to each Credit Party by the Secretary of State of the state of such Credit Party’s organization not more than 30 days prior to the date hereof.


 


(k)           Financing statements authorized by each Borrower, as debtor, and naming Collateral Agent, as secured party.


 


(l)            An environmental engineering report for the each Property prepared by an engineer engaged by Lender after consultation with Borrowers and at Borrowers’ expense, which environmental engineering report shall be in form and substance acceptable to Lender.


 




  





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(m)          Certificates of the insurance required hereunder, containing a lender’s loss payable clause or endorsement in favor of Lender.


 


(n)           An as built ALTA survey of each Property, in form and substance acceptable to Lender.


 


(o)           An ALTA (or equivalent) mortgagee policy of title insurance with respect to each Property, with reinsurance and endorsements as Lender may require, containing no exceptions to title (printed or otherwise) which are unacceptable to Lender, and insuring that the related Mortgage is a first-priority lien on such Property.  Without limitation, such policy shall (i) be in the ALTA 2006 form (deleting arbitration, if permissible) or, if not available, the form commonly used in the State, insuring Collateral Agent and its successors and assigns; and (ii) include the following endorsements and/or affirmative coverages: (A) ALTA 9 Comprehensive, (B) Survey, (C) Access, (D) Environmental Protection Lien, (E) Subdivision, (F) Contiguity (as applicable), (G) Tax Parcel, (H) Address and Improvement, (I) Usury, (J) Tax Sale (as applicable), (K) Doing Business, (L) First Loss, (M) Tie-In (except with respect to the Property located in Hanover, Pennsylvania), and (N) ALTA 3.1 Zoning (with additional coverage for number and type of parking spaces).  Such mortgagee policies of title insurance shall be in the following amounts:  (a) $14,586,000 for the Property located in California, (b) $1,904,000 for the Property located in Ohio, (c) $1,041,250 for the Property located in Pennsylvania and (d) $425,000 for the Property located in South Carolina.


 


(p)           An appraisal of each Property addressed to Lender, in form and substance acceptable to Lender and prepared by an MAI certified appraiser acceptable to Lender in conformance with the guidelines and recommendations set forth in the Uniform Standards of Professional Appraisal Practice (USPAP) and the requirements of the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute.


 


(q)           Current searches of appropriate filing offices showing that (i) no state or federal tax liens have been filed and remain in effect against any Borrower, (ii) no financing statements have been filed and remain in effect against any Borrower relating to the Collateral except those financing statements filed by Lender, and (iii) all financing statements necessary to perfect the lien on the Collateral have been filed.


 


(r)           An opinion of counsel to Credit Parties, addressed to Lender and Collateral Agent, in form and substance acceptable to Lender.


 


(s)           Payment of all previously documented Lender’s fees, commissions and expenses required by Section 11.01 hereof.


 


(t)           Any other documents or items required by Lender.


 




  





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ARTICLE IV




 


REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWERS


 


Each Borrower represents, warrants and covenants for the benefit of Lender and Collateral Agent, as follows:


 


(a)           Apio is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, Apio Cooling is a limited partnership duly organized, validly executing and in good standing under the laws of the State of California, GreenLine Foods is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio and GreenLine SC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Ohio.  Each Borrower has power to enter into the Borrower Documents and by proper action has duly authorized the execution and delivery of the Borrower Documents.  Each Borrower is in good standing and is duly licensed or qualified to transact business in the state of its respective organization and in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary.  Each Borrower’s exact legal name is as set forth on the execution page hereof.


 


(b)           Each Borrower has been fully authorized to execute and deliver the Borrower Documents under the terms and provisions of the resolution of its board of directors or consent of its managers or members, as the case may be, or by other appropriate official approval, and further represents, covenants and warrants that all requirements have been met, and procedures have occurred in order to ensure the enforceability of the Borrower Documents and the Borrower Documents have been duly authorized, executed and delivered.


 


(c)           The officer of each Borrower executing the Borrower Documents has been duly authorized to execute and deliver the Borrower Documents.


 


(d)           The Borrower Documents constitute valid and legally binding obligations of each Borrower, enforceable against such Borrower in accordance with their respective terms, except to the extent limited by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors’ rights.


 


(e)           The execution and delivery of the Borrower Documents, the consummation of the transactions contemplated hereby and the fulfillment of the terms and conditions hereof do not and will not violate any law, rule, regulation or order, the violation of which could reasonably be expected to have a material adverse effect on the financial condition, operations or business of Borrowers taken as a whole, conflict with or result in a breach of any of the terms or conditions of any Organizational Document of such Borrower or conflict with or result in a breach of any restriction or of any agreement or instrument to which such Borrower is now a party and do not and will not constitute a default under any of the foregoing or result in the creation or imposition of any liens, charges or encumbrances of any nature upon any of the property or assets of such Borrower contrary to the terms of any instrument or agreement.


 




  





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(f)            The authorization, execution, delivery and performance of this Agreement by each Borrower do not require submission to, approval of, or other action by any governmental authority or agency, which action with respect to this Agreement has not been taken and which is final and nonappealable.


 


(g)           There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the best of any Borrower’s knowledge, threatened against or affecting any Borrower, challenging any Borrower’s authority to enter into the Borrower Documents or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of the Borrower Documents or any other transaction of any Borrower which is similar hereto, or could reasonably be expected to cause a material adverse effect on the financial condition, operations or business of Borrowers taken as a whole.


 


(h)           Each Property is properly zoned for its current and anticipated use and the use of such Property will not violate any applicable zoning, land use, environmental or similar law or restriction.  Except for the licenses and permits set forth in Schedule IV(h) hereto (collectively, the “GreenLine Permits”), Borrowers have all licenses and permits to use the Real Estate Collateral.


 


(i)            Borrowers have furnished to Lender the Reports (as defined in the Environmental Indemnity Agreement).  Except as disclosed to Lender in the Report, no Borrower has received any notification of any kind suggesting that any Property or any adjacent property is or may be contaminated with any Hazardous Waste or Materials or is or may be required to be cleaned up in accordance with any applicable law or regulation; and each Borrower further represents and warrants that, except as previously disclosed to Lender and Collateral Agent in writing, to the best of its knowledge as of the date hereof after due and diligent inquiry, there are no Hazardous Waste or Materials located in, on or under any Property or any adjacent property, or incorporated in any improvements, nor has any Property or any adjacent property ever been used as a landfill or a waste disposal site, or a manufacturing, handling, storage, distribution or disposal facility for Hazardous Waste or Materials.  Each Borrower has obtained all permits, licenses and other authorizations which are required under any Environmental Laws at such Borrower’s facilities or in connection with the operation of its facilities.  Except as previously disclosed to Lender and Collateral Agent in writing, Borrowers and all activities of Borrowers at their respective facilities comply with all Environmental Laws and with all terms and conditions of any required permits, licenses and authorizations applicable to Borrowers with respect thereto.  Except as previously disclosed to Lender and Collateral Agent in writing, Borrowers are also in compliance with all limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in Environmental Laws or contained in any plan, order, decree, judgment or notice of which Borrowers are aware, the noncompliance with which could reasonably be expected to cause a material adverse effect on the financial condition, operations or business of Borrowers taken as a whole.  Except as previously disclosed to Lender and Collateral Agent in writing, no Borrower is aware of, and no Borrower has received notice of, any events, conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent continued compliance with, or which may give rise to any liability under, any Environmental Laws.


 




  





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(j)            Borrowers has heretofore furnished to Lender (i) the audited consolidated financial statements of Landec and its subsidiaries dated May 29, 2011, (ii) the audited consolidated financial statements of GreenLine Holding and its subsidiaries dated December 26, 2010, (iii) the unaudited consolidated financial statements of Landec and its subsidiaries for the months ended February 26, 2012, and (iv) the unaudited consolidated financial statements of GreenLine Holding and its subsidiaries for the months ended February 19, 2012, and those statements fairly present the financial condition of Borrowers and Guarantors on the dates thereof and the results of its operations and cash flows for the periods then ended and were prepared in accordance with GAAP (except as otherwise expressly noted therein, subject to, in the case of the unaudited interim financial statements, normal year-end adjustments and the lack of footnote disclosures).  Since (a) May 29, 2011, with respect to Landec and its subsidiaries, and (b) December 26, 2010, with respect to GreenLine Holding and its subsidiaries, there has been no material adverse change in the business, properties or financial condition of such entities taken as a whole.


 


(k)           Except as set forth in Schedule IV(k) hereof, Borrowers have paid or caused to be paid to the proper authorities when due all federal, state and local taxes required to be withheld by them.  Except as set forth in Schedule IV(k) hereof, Borrowers have filed all federal, state and local tax returns which are required to be filed, and Borrowers have paid or caused to be paid to the respective taxing authorities all taxes as shown on said returns or on any assessment received by them to the extent such taxes have become due.


 


(l)            All financial and other information provided to Lender by or on behalf of any Credit Party in connection with Borrowers’ request for the Loan contemplated hereby is true and correct in all material respects and no Credit Party has omitted to provide Lender with any information which would be material to Lender’s decision to enter into this Agreement and, as to projections, valuations or pro forma financial statements, present a good faith opinion as to such projections, valuations and pro forma condition and results.


 


(m)          Borrowers have authorized Lender and Collateral Agent to file financing statements, and such financing statements when filed will be sufficient to perfect the security interest created pursuant to this Agreement.  When such financing statements are filed in the offices noted therein, Collateral Agent will have a valid and perfected security interest in the Collateral, subject to no other Lien other than Permitted Liens.  None of the Collateral constitutes a replacement of, substitution for or accessory to any property of any Borrower subject to a Lien.  Borrowers own the Collateral subject to no Liens except for the Liens created hereby and by the Mortgages, the Permitted Exceptions and the Permitted Liens.


 




  





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(n)           No person other than Borrowers and Tenants are in occupancy or possession of any portion of any Property.


 


(o)           Neither any Credit Party nor any individual or entity owning directly or indirectly any interest in any Credit Party is an individual or entity whose property or interests are subject to being “blocked” under any of the Terrorism Laws or is otherwise in violation of any of the Terrorism Laws.


 


ARTICLE V


 


TITLE TO COLLATERAL; SECURITY INTEREST


 


Section 5.01.  Title to Collateral.  Borrowers shall have good, marketable and insurable title in fee simple to all Collateral that is real property, and good title to all other Collateral.  Borrowers will at all times protect and defend, at their own cost and expense, such title from and against all Liens and legal processes of creditors of Borrowers, and keep all Collateral free and clear of all such Liens and processes other than Liens created hereby and by the Mortgages, the Permitted Exceptions and the Permitted Liens.


 


Section 5.02.  Security Interest in Collateral.  This Agreement is intended to constitute a security agreement within the meaning of the UCC.  As security for the Obligations, Borrowers hereby grant to Collateral Agent, for the benefit of Lender, a security interest constituting a first lien on the Collateral, subject to Permitted Liens.  Borrowers ratify their previous authorization for Lender or Collateral Agent to pre-file UCC financing statements and any amendments thereto describing the Collateral and containing any other information required by the applicable UCC.  Borrowers authorize Collateral Agent, and hereby grant Collateral Agent a power of attorney (which is coupled with an interest), to file financing statements and amendments thereto describing the Collateral and containing any other information required by the applicable UCC and all proper terminations of the filings of other secured parties with respect to the Collateral, in such form and substance as Collateral Agent, in its sole discretion, may determine.  Borrowers agree to execute such additional documents, including demands for terminations, assignments, affidavits, notices and similar instruments, in form satisfactory to Collateral Agent, and take such other actions that Collateral Agent deems necessary or appropriate to establish and maintain the security interest created by this Section, and each Borrower hereby designates and appoints Collateral Agent as its agent, and grants to Collateral Agent a power of attorney (which is coupled with an interest), to execute on behalf of such Borrower such additional documents and to take such other actions.  Each Borrower hereby waives any right that such Borrower may have to file with the applicable filing officer any financing statement, amendment, termination or other record pertaining to the Collateral and/or Collateral Agent’s interest therein.


 


Section 5.03.  Change in Name or Corporate Structure of any Borrower; Change in Location of any Borrower’s Chief Executive Office or Principal Executive Office.  Each Borrower’s chief executive office and principal executive office are located at the address set forth on Schedule 5.03, and all of such Borrower’s records relating to its business and the Collateral are kept at such location.  Borrowers hereby agree to provide written notice to Collateral Agent and Lender of any change or proposed change in its name, corporate structure, chief executive office or principal executive office or change or proposed change in the location of the Real Estate Collateral or any material portion of the Equipment Facility Collateral.  Such notice shall be provided ten days in advance of the date that such change or proposed change is planned to take effect.


 




  





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Section 5.04.  Liens.  No Borrower shall, directly or indirectly, create, incur, assume or suffer to exist any Lien on or with respect to the Collateral except for the Lien created hereby or by the Mortgages, the Permitted Exceptions or the Permitted Liens.  Borrowers shall promptly, at their own expense, take such action as may be necessary duly to discharge or remove any such Lien.  Borrowers shall reimburse Collateral Agent and Lender for any expenses incurred by Collateral Agent or Lender to discharge or remove any Lien.


 


Section 5.05.  Assignment of Insurance.  As additional security for the Obligations, Borrowers hereby assign to Collateral Agent, for the benefit of Lender, any and all moneys (including, without limitation, proceeds of insurance and refunds of unearned premiums) due or to become due under, and all other rights of Borrowers with respect to, any and all policies of insurance now or at any time hereafter covering the Real Estate Collateral or any evidence thereof or any business records or valuable papers pertaining thereto, and Borrowers hereby direct the issuer of any such policy to pay all such moneys directly to Collateral Agent.  Borrowers hereby assign to Collateral Agent any and all moneys due or to become due with respect to any condemnation proceeding affecting the Collateral.  At any time, whether before or after the occurrence and during the continuance of any Event of Default, Collateral Agent may (but need not), in Collateral Agent’s name or in any Borrower’s name, execute and deliver proof of claim, receive all such moneys, endorse checks and other instruments representing payment of such moneys, and adjust, litigate, compromise or release any claim against the issuer of any such policy or party in any condemnation proceeding.


 


Section 5.06.  Collateral Agent.  By accepting the benefits of this Agreement, Lender appoints Collateral Agent as its collateral agent under and for the purposes of the Collateral Agent Documents.  Lender authorizes Collateral Agent to act on behalf of Lender under the Collateral Agent Documents and to exercise such powers thereunder as are specifically delegated to or required of Collateral Agent by the terms thereof, together with such powers as may be reasonably incidental thereto.  Without limiting the provisions of any Collateral Agent Document, neither Collateral Agent nor the directors, officers, employees or agents thereof shall be liable to Lender (and Lender will hold Collateral Agent harmless) for any action taken or omitted to be taken by it under any Collateral Agent Document, or in connection therewith, expect for willful misconduct or gross negligence of Collateral Agent, or responsible for any recitals or warranties therein, or for the effectiveness, enforceability, validity or due execution of any Collateral Agent Document, or for the creation, perfection or priority of any lien created by any Collateral Agent Document, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, or to make any inquiry respecting the performance by Borrowers of their obligations hereunder.


 




  





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ARTICLE VI




 


AFFIRMATIVE COVENANTS OF BORROWERS


 


So long as the Loan shall remain unpaid, Borrowers will comply with the following requirements:


 


Section 6.01.  Reporting Requirements.  Borrowers will deliver, or cause to be delivered, to Lender each of the following, which shall be in form and detail acceptable to Lender:


 


(a)           as soon as available, and in any event within 90 days after the end of each fiscal year of Landec, audited consolidated financial statements of Landec and its subsidiaries with the unqualified opinion of independent certified public accountants selected by Landec and reasonably acceptable to Lender, which annual financial statements shall include the consolidated balance sheet of Landec and its subsidiaries as at the end of such fiscal year and the related consolidated statements of income, retained earnings and cash flows of Landec and its subsidiaries for the fiscal year then ended, all in reasonable detail and prepared in accordance with GAAP, together with (i) a report signed by such accountants stating that in making the investigations necessary for said opinion they obtained no knowledge, except as specifically stated, of any Default or Event of Default hereunder; and (ii) a certificate of the chief financial officer of Landec in the form of Exhibit C hereto stating that such financial statements have been prepared in accordance with GAAP and whether or not such officer has knowledge of the occurrence of any Default or Event of Default hereunder and, if so, stating in reasonable detail the facts with respect thereto;


 


(b)           as soon as available and in any event within 45 days after the end of each fiscal quarter of Landec, an unaudited/internal consolidated balance sheet and statements of income and retained earnings of Landec and its subsidiaries as at the end of and for such quarter and for the year to date period then ended, in reasonable detail and stating in comparative form the figures for the corresponding date and periods in the previous year, all prepared in accordance with GAAP and certified by the chief financial officer of Landec, subject to year-end audit adjustments; and accompanied by a certificate of that officer in the form of Exhibit C hereto stating (i) that such financial statements have been prepared in accordance with GAAP, and (ii) whether or not such officer has knowledge of the occurrence of any Default or Event of Default hereunder not theretofore reported and remedied and, if so, stating in reasonable detail the facts with respect thereto;


 


(c)           as promptly as practicable (but in any event not later than ten  Business Days) after an officer of any Borrower obtains knowledge of the occurrence of any event that constitutes a Default or an Event of Default hereunder, notice of such occurrence, together with a detailed statement by a responsible officer of such Borrower of the steps being taken by Borrowers to cure the effect of such Default or Event of Default;


 


(d)           promptly upon knowledge thereof, notice of any loss or destruction of or damage to any Collateral having a fair market value in excess of $100,000 or of any material adverse change in any Collateral;


 


(e)           promptly upon knowledge thereof, notice of any violation by any Borrower of any law, rule or regulation, the noncompliance with which could reasonably be expected to cause a material adverse effect on its financial condition, operations or business of Borrowers taken as a whole; and


 




  





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(f)            promptly upon knowledge thereof, notice of any material adverse change in the financial or operating condition of any Credit Party.


 


Notwithstanding anything in this Section to the contrary, Credit Parties shall be deemed to have satisfied the obligations in clauses (a) and (b) of this Section (other than the obligation to provide a certificate of the chief financial officer of Landec) on the date on which Landec posts such documents, or provides a link thereto on Landec’s website on the internet at the website address www.landec.com (or any successor page notified to Lender).  Furthermore, documents required to be delivered pursuant to clauses (a) and (b) of this Section may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System.


 


Section 6.02.  Books and Records; Inspection and Examination.  Each Borrower will keep accurate books of record and account for itself pertaining to the Collateral and pertaining to such Borrower’s business and financial condition and such other matters as Lender may from time to time request in which true and complete entries will be made in accordance with GAAP and, upon request of Lender, will permit any officer, employee, attorney or accountant for Lender to audit, review, make extracts from, or copy any and all corporate and financial books, records and properties of such Borrower at all times during ordinary business hours, and to discuss the affairs of such Borrower with any of its directors, officers, employees or agents.  Borrowers will permit Lender, or its employees, accountants, attorneys or agents, to examine and copy any or all of their records and to examine and inspect the Collateral at any time during Borrowers’ business hours.


 


Section 6.03.  Compliance With Laws.  Borrowers will (a) comply with the requirements of applicable laws and regulations, the noncompliance with which could reasonably be expected to cause a material adverse effect on their financial condition, operations or business and (b) use and keep the Collateral, and will require that others use and keep the Collateral, only for lawful purposes, without violation of any federal, state or local law, statute or ordinance.  Borrower shall secure all permits and licenses, if any, necessary for the installation and operation of the Collateral.  Borrowers shall comply in all respects (including, without limitation, with respect to the use, maintenance and operation of each portion of the Collateral) with all laws of the jurisdictions in which its operations involving any portion of the Collateral may extend and of any legislative, executive, administrative or judicial body exercising any power or jurisdiction over any portion of the Collateral or its interest or rights under this Agreement, the noncompliance with which could reasonably be expected to cause a material adverse effect on its financial condition, operations or business of Borrowers taken as a whole.


 




  





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Section 6.04.  Environmental Compliance.  Borrowers shall promptly comply with all statutes, regulations and ordinances, and with all orders, decrees or judgments of governmental authorities or courts having jurisdiction, relating to the use, collection, treatment, disposal, storage, control, removal or cleanup of Hazardous Waste or Materials in, on or under the Properties or any adjacent property, or incorporated in any improvements, at Borrowers’ expense.  In the event that Lender or Collateral Agent at any time believes, in its sole but reasonable discretion, that any Property is not free of all Hazardous Waste or Materials other than Permitted Substances (as defined in the Environmental Indemnity Agreement) or that any Borrower has violated any applicable Environmental Laws with respect to any Property, then, upon request by Lender or Collateral Agent, Borrowers promptly shall obtain and furnish to Lender and Collateral Agent, at Borrowers’ sole cost and expense, an environmental audit and inspection of such Property from an expert satisfactory to Lender and Collateral Agent in their sole but reasonable discretion.  In the event that Borrowers fail to promptly obtain such audit or inspection, Lender or Collateral Agent or its agents may perform or obtain such audit or inspection at Borrowers’ sole cost and expense.  Lender and Collateral Agent may, but are not obligated to, enter upon any Property and take such actions and incur such costs and expenses to effect such compliance as they deem advisable to protect their interest in such Property; and whether or not any Borrower has actual knowledge of the existence of Hazardous Waste or Materials on such Property or any adjacent property as of the date hereof, Borrowers shall reimburse Lender and Collateral Agent as provided herein for the full amount of all reasonable costs and expenses incurred by Lender or Collateral Agent prior to Collateral Agent acquiring title to any Property through foreclosure or acceptance of a deed in lieu of foreclosure, in connection with such compliance activities.  Neither this provision nor any provision herein or in the Mortgages or related documents shall operate to put Lender or Collateral Agent in the position of an owner of any Property prior to any acquisition of such Property by Lender or Collateral Agent.  The rights granted to Lender and Collateral Agent herein and in the Mortgages or related documents are granted solely for the protection of Collateral Agent’s lien and security interest covering the Properties and do not grant to Lender and Collateral Agent the right to control any Borrower’s actions, decisions or policies regarding Hazardous Waste or Materials.


 


Section 6.05.  Payment of Taxes and Other Claims.  Borrowers will pay or discharge, when due, (a) all taxes, assessments and governmental charges levied or imposed upon them or upon their income or profits, upon any properties belonging to them (including, without limitation, the Collateral) or upon or against the creation, perfection or continuance of the lien created pursuant to this Agreement or the Mortgages, prior to the date on which penalties attach thereto, (b) all federal, state and local taxes required to be withheld by them, and (c) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien or charge upon any properties of any Borrower; provided, that Borrowers shall not be required to pay any Contested Taxes.  Borrowers will pay, as the same respectively come due, all taxes and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Collateral (other than Contested Taxes), as well as all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Collateral.


 




  





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Section 6.06.  Preservation and Maintenance of Collateral.  Borrowers (a) shall, at their own expense, maintain, preserve and keep the Collateral in good repair, working order and condition, and shall from time to time make all repairs and replacements necessary to keep the Collateral in such condition, and in compliance with state and federal laws, ordinary wear and tear excepted, (b) shall not commit waste or permit impairment or deterioration of the Collateral, (c) shall not abandon the Collateral, (d) shall restore or repair promptly and in a good and workmanlike manner all or any portion of the Collateral to the equivalent of its original condition, or such other condition as Lender may approve in writing, in the event of any damage, injury or loss thereto, whether or not insurance proceeds are available to cover in whole or in part the costs of such restoration or repair, (e) shall keep all improvements and fixtures on the Properties, in good repair and shall replace fixtures and equipment on the Properties when necessary to keep such items in good repair, (f) shall generally operate and maintain the Properties in a manner to ensure maximum rentals, and (g) shall give notice in writing to Lender of and, unless otherwise directed in writing by Lender, appear in and defend any action or proceeding purporting to affect the Collateral, the security of this Agreement or the Mortgages or the rights or powers of Lender hereunder or thereunder.  Neither any Borrower nor any tenant or other person shall remove, demolish or alter any improvement now existing or hereafter erected on the Properties or any fixture in or on the Properties except when incident to the replacement of fixtures with items of like kind.  In the event that any portion of the Collateral become worn out, lost, destroyed, damaged beyond repair or otherwise rendered unfit for use, Borrowers, at their own expense and expeditiously, will replace or cause the replacement of such portion by replacement property free and clear of all liens and encumbrances and with a value and utility at least equal to that of the property being replaced (assuming that such replaced portions were otherwise in good working order and repair).  All such replacement property shall be deemed to be incorporated immediately into and to constitute an integral portion of the Collateral and, as such, shall be subject to the terms of this Agreement and the Mortgages.  Neither Lender nor Collateral shall have any responsibility in any of these matters, or for the making of improvements or additions to the Collateral.


 


Each Borrower represents, warrants and covenants that the Properties are and shall be in compliance with the Americans with Disabilities Act of 1990 and all of the regulations promulgated thereunder to the extent applicable to the Properties, as the same may be amended from time to time.


 


Section 6.07.  Insurance.  (a)  Borrowers shall obtain and maintain the following types of insurance upon and relating to the Real Estate Collateral:


 


(i)             “Special Form” property and fire insurance (with extended coverage endorsement including malicious mischief and vandalism) in an amount not less than the full replacement value of the Collateral (with a deductible not to exceed $100,000), naming Collateral Agent under a lender’s loss payable endorsement naming Collateral Agent as mortgagee and loss payee and including agreed amount, inflation guard, replacement cost and waiver of subrogation endorsements;


 


(ii)            Commercial general liability insurance in an amount not less than $2,000,000 per occurrence and on an occurrence basis, insuring against personal injury, death and property damage and naming Collateral Agent and Lender as additional insureds;


 


(iii)           Business interruption insurance or rent loss insurance, as applicable, covering loss of rental (including all expenses payable by tenants) for up to six months in an amount of up to $5,126,000;


 


(iv)           Flood hazard insurance with respect to each Property in amounts not less than the maximum limit of coverage then available with respect to such Property or the amount of such Property, whichever is less if such Property is located in an area designated by the Federal Emergency Management Act or is hereafter designated or identified as an area having special flood hazards by the Department of Housing and Urban Development or such other official as shall from time to time be authorized by federal or state law to make such designation pursuant to any national or state program of flood insurance; and


 




  





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(v)           Such other types of insurance or endorsements to existing insurance as may be required from time to time by Lender or Collateral Agent.


 


(b)           Upon the request of Lender or Collateral Agent, Borrowers shall increase the coverages under any of the insurance policies required to be maintained hereunder or otherwise modify such policies in accordance with Lender’s standard commercial lending practices.


 


(c)           All of the insurance policies required hereunder shall be issued by corporate insurers licensed to do business in the state in which each Property is located and having a Best’s Rating-Financial Size Rating of A:VIII or better as determined and published by A.M. Best Company and shall be in form acceptable to Lender and Collateral Agent.  Certificates of all insurance required to be maintained hereunder shall be delivered to Lender and Collateral Agent (which may include the requirement of an Acord 28 “Evidence of Property Insurance” form as to property insurance) prior to or contemporaneously with Borrowers’ execution of this Agreement.  All such certificates shall be in form reasonably acceptable to Lender and Collateral Agent and with respect to property insurance shall require the insurance company to give to Collateral Agent at least 30 days’ prior written notice before canceling the policy for any reason or materially amending it.  In addition, with respect to any liability policies Borrowers’ insurance broker shall endeavor to provide Collateral Agent 30 days’ prior written notice of cancellation or non-renewal (other than cancellation or non-renewal based on non-payment of premium) and 10 days prior written notice for cancellation or non-renewal based on non-payment of premium.  Certificates evidencing all renewal and substitute policies of insurance shall be delivered to Collateral Agent at least 15 days before termination of the policies being renewed or substituted.  If any loss shall occur at any time after the occurrence and during the continuance of an Event of Default, Collateral Agent shall be entitled to the benefit of all insurance policies held or maintained by Borrowers, to the same extent as if same had been made payable to Collateral Agent, and upon foreclosure under the Mortgages, Collateral Agent shall become the owner thereof.  Lender and Collateral Agent shall have the right, but not the obligation, to make premium payments, at Borrowers’ expense, to prevent any cancellation, endorsement, alteration or reissuance of any policy of insurance maintained by any Borrower, and such payments shall be accepted by the insurer to prevent same.


 




  





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(d)           As among Lender, Collateral Agent and Borrowers, Borrowers assume all risks and liabilities from any cause whatsoever, whether or not covered by insurance, for loss or damage to any portion of the Collateral and for injury to or death of any person or damage to any property, whether such injury or death be with respect to agents or employees of any Borrower or of third parties, and whether such property damage be to any Borrower’s property or the property of others.  Whether or not covered by insurance, Borrowers hereby assume responsibility for and agrees to reimburse Lender and Collateral Agent for and will indemnify, defend and hold Lender and Collateral Agent harmless from and against all liabilities, obligations, losses, damages, penalties, claims, actions, costs and expenses (including reasonable attorneys’ fees) of whatsoever kind and nature, imposed on, incurred by or asserted against Lender or Collateral Agent that in any way relate to or arise out of this Agreement, the transactions contemplated hereby and the Collateral, including but not limited to, (i) the selection, manufacture, construction, purchase, acceptance or rejection of the Collateral or the ownership of the Collateral, (ii) the delivery, lease, possession, maintenance, use, condition, return or operation of the Collateral, (iii) the condition of the Collateral sold or otherwise disposed of after possession by any Borrower, (iv) any patent or copyright infringement, (v) the conduct of any Borrower, its officers, employees and agents, (vi) a breach of any Borrower of any of its covenants or obligations under any Borrower Document and (vii) any claim, loss, cost or expense involving alleged damage to the environment relating to the Collateral, including, but not limited to investigation, removal, cleanup and remedial costs.  All amounts payable by Borrowers pursuant to the immediately preceding sentence shall be paid within ten (10) days after written demand of Lender or Collateral Agent, as the case may be.  This provision shall survive the termination of this Agreement.







Section 6.08.  Preservation of Existence.  Subject to the proviso set forth in Section 7.02 hereof, each Borrower will preserve and maintain its existence and all of its rights, privileges and franchises necessary or desirable in the normal conduct of its business; and shall conduct its business in an orderly, efficient and regular manner.


 


Section 6.09.  Performance by Lender.  If any Borrower at any time fails to perform or observe any of the covenants or agreements contained in any Borrower Document, and if such failure shall continue for a period of 10 calendar days after Lender or Collateral Agent gives such Borrower written notice thereof (or in the case of the agreements contained in Sections 6.06 and 6.07 hereof, immediately upon the occurrence of such failure, without notice or lapse of time), Lender or Collateral Agent may, but need not, perform or observe such covenant on behalf and in the name, place and stead of such Borrower (or, at Lender’s or Collateral Agent’s option, in Lender’s or Collateral Agent’s name) and may, but need not, take any and all other actions which Lender or Collateral Agent may reasonably deem necessary to cure or correct such failure (including, without limitation, the payment of taxes, the satisfaction of security interests, liens or encumbrances, the performance of obligations owed to account debtors or other obligors, the procurement and maintenance of insurance, the execution of assignments, security agreements and financing statements, and the endorsement of instruments); and Borrowers shall thereupon pay to Lender and Collateral Agent within ten (10) days after written demand the amount of all moneys expended and all costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred by Lender or Collateral Agent in connection with or as a result of the performance or observance of such agreements or the taking of such action by Lender or Collateral Agent, together with interest thereon from the date expended or incurred at the lesser of 10% per annum or the highest rate permitted by law.  To facilitate the performance or observance by Lender and Collateral Agent of such covenants of Borrowers, each Borrower hereby irrevocably appoints Lender and Collateral Agent, or the delegate of Lender or Collateral Agent, acting alone, as the attorney in fact of such Borrower with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of such Borrower any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed, delivered or endorsed by such Borrower under this Agreement.


 




  





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Section 6.10.  GreenLine Permits.  Borrowers shall provide Collateral Agent with evidence of obtaining all of the GreenLine Permits, the form and substance of which shall be acceptable in Collateral Agent’s sole but reasonable discretion, within 30 days of the Closing Date; provided, however, that, if Borrowers are unable to obtain the GreenLine Permits within such 30-day period and are diligently pursuing the receipt of the same, Borrowers shall have an additional 30-day period to obtain the GreenLine Permits.  The failure of Borrowers to comply with this Section or otherwise obtain the GreenLine Permits within 60 days of the Closing Date shall constitute an immediate Event of Default hereunder.


 


ARTICLE VII


 


NEGATIVE COVENANTS OF BORROWERS


 


So long as the Loan shall remain unpaid, Borrowers agree that:


 


Section 7.01.  Sale of Assets.  No Borrower will sell, lease, assign, transfer or otherwise dispose of all or a substantial part of its assets or of any of the Real Estate Collateral or any interest therein (whether in one transaction or in a series of transactions).


 


Section 7.02.  Consolidation and Merger.  No Borrower will consolidate with or merge into any person, or permit any other person to merge into it or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all of the assets of any other person; provided, however, notwithstanding the foregoing or any other provision in this Agreement or any other Loan Document to the contrary, (i) GreenLine Logistics may merge into Apio with the survivor being Apio; and (ii) GreenLine SC may merge into GreenLine Foods with the survivor being GreenLine Foods and GreenLine Holding and  GreenLine Foods may merge into Apio with Apio being the survivor thereof (the “Merger”), provided that Borrowers provide Lender with the following items in form and substance acceptable to Lender:


 


(a)           An assignment and assumption agreement (the “Assignment”), properly executed on behalf of Credit Parties and a memorandum of which for recordation in the real estate records of Wood County, Ohio, York County, Pennsylvania and York County, South Carolina.







(b)           A certificate of the Secretary or an Assistant Secretary of Apio certifying as to (i) the resolutions of Apio, authorizing the execution, delivery and performance of the Assignment and any related documents, (ii) the bylaws of Apio, and (iii) the signatures of the officers or agents of Apio authorized to execute and deliver the Assignment and other instruments, agreements and certificates on behalf of Apio.


 


(c)           Currently certified copies of the Article of Incorporation of Apio, including evidence of the Merger.


 




  





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(d)           A Certificate of Good Standing issued as to Apio by the Secretary of the State of the States of California, Ohio, Pennsylvania and South Carolina not more than 30 days after the date of the Merger.







(e)           Financing statements authorized by Apio, as debtor, and naming Collateral Agent, as secured party.







(f)            Current searches of appropriate filing offices showing that (i) no state or federal tax liens have been filed and remain in effect against Apio, (ii) no financing statements have been filed and remain in effect against Apio relating to the Collateral except those financing statements filed by Lender, and (iii) all financing statements necessary to perfect the security interest created pursuant to this Agreement have been filed.







(g)           An opinion of counsel to Apio, addressed to Lender and Collateral Agent.







(h)           Date down and mortgage modification endorsements to Collateral Agent’s tile insurance policies insuring the liens of the Mortgages against the Properties located in Ohio, Pennsylvania and South Carolina.







(i)             Payment of Lender’s expenses incurred in connection with the Merger.







(j)            Any other documents or items reasonably required by Lender.


 


Section 7.03.  Accounting.  No Borrower will adopt, permit or consent to any material change in accounting principles other than as required by GAAP.  No Borrower will adopt, permit or consent to any change in its fiscal year.


 


Section 7.04.  Modifications and Substitutions.  Except for the enclosure of the 30,000 square foot portion of the Property located in California as previously disclosed to Lender, no Borrower shall make any material alterations, modifications or additions to, or substitutions of, the Real Estate Collateral without the prior written consent of Lender (such consent not to be unreasonably withheld or delayed); provided, however, that any substitutions made pursuant to Borrowers’ obligations to make repairs referenced under any provision of this Agreement shall not require such prior written consent.  Borrowers shall provide such documents or assurances as Lender may reasonably request to maintain or confirm the lien in favor of Lender on the Real Estate Collateral as so altered, modified or substituted.


 


Section 7.05.  Use of Property.  Unless required by applicable law or unless Lender has otherwise agreed in writing, no Borrower shall allow changes in the use for which all or any part of any Property was intended at the time this Agreement was executed.  No Borrower shall, without Lender’s prior written consent, (a) initiate or acquiesce in a change in the zoning classification (including any variance under any existing zoning ordinance applicable to any Property), (b) permit the use of any Property to become a non-conforming use under applicable zoning ordinances, (c) file any subdivision or parcel map affecting any Property, or (d) amend, modify or consent to any easement or covenants, conditions and restrictions pertaining to any Property.


 




  





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ARTICLE VIII




 


DAMAGE AND DESTRUCTION; CONDEMNATION


 


Section 8.01.  Damage and Destruction.  Borrowers shall provide a complete written report to Collateral Agent and Lender immediately upon any loss, theft, damage or destruction of any Collateral and of any accident involving any Real Estate Collateral resulting in a loss of at least $350,000.  With respect to any Damaged Collateral, Borrowers shall as soon as practicable after such event either: (a) replace the same at Borrowers’ sole cost and expense with property having substantially similar specifications and of equal or greater value to the Damaged Collateral immediately prior to the time of the loss occurrence, such replacement property to be subject to Collateral Agent’s and Lender’s approval, whereupon such replacement property shall be substituted in this Agreement and the other related documents by appropriate endorsement or amendment; or (b) with respect to Damaged Collateral involving a loss of at least $350,000, pay the applicable Damaged Collateral Amount.  With respect to Damaged Collateral involving a loss of at least $350,000, Borrowers shall notify Collateral Agent and Lender of which course of action it will take within 30 calendar days after the loss occurrence.  If, within 90 calendar days of the loss occurrence, (a) Borrowers fail to notify Collateral Agent and Lender; (b) Borrowers, Collateral Agent and Lender fail to execute an amendment to this Agreement and any related document to delete the Damaged Collateral and add the replacement property or (c) Borrowers fail to pay the applicable Damaged Collateral Amount, then Lender may, at its sole discretion, declare the applicable Damaged Collateral Amount to be immediately due and payable, and Borrowers are required to pay the same.  The Net Proceeds of insurance with respect to the Damaged Collateral shall be made available by Collateral Agent to be applied to discharge Borrowers’ obligation under this Section.  The payment of the Damaged Collateral Amount and the termination of Collateral Agent’s interest in the Damaged Collateral is subject to the terms of Section 2.07 hereof.  For purposes of this Section, the term “Net Proceeds” shall mean the amount remaining from the gross proceeds of any insurance claim after deducting all expenses (including reasonable attorneys’ fees) incurred in the collection of such claim.


 


Section 8.02.  Condemnation.  If the Real Estate Collateral, or any part thereof with a book value in excess of $350,000, shall be condemned for any reason, including without limitation fire or earthquake damage, or otherwise taken for public or quasi-public use under the power of eminent domain, or be transferred in lieu thereof, all damages or other amounts awarded for the taking of, or injury to, the Real Estate Collateral shall be paid to Collateral Agent who shall have the right, in its sole and absolute discretion, to apply the amounts so received against (a) the costs and expenses of Collateral Agent and Lender, including reasonable attorneys’ fees incurred in connection with collection of such amounts, and (b) the balance against the amounts due hereunder; provided, however, that if (i) no Event of Default shall have occurred and be continuing hereunder, (ii) Borrowers provide evidence satisfactory to Collateral Agent and Lender of its ability to pay all amounts becoming due hereunder during the pendency of any restoration or repairs to or replacement of the Real Estate Collateral, (iii) Collateral Agent determines, in its sole discretion, that the proceeds of such award are sufficient to restore, repair, replace and rebuild the Real Estate Collateral as nearly as possible to its value, condition and character immediately prior to such taking (or, if the proceeds of such award are insufficient for such purpose, if Borrowers provide additional sums to Collateral Agent’s satisfaction so that the aggregate of such sums and the proceeds of such award will be sufficient for such purpose), and (iv) Borrowers provide evidence satisfactory to Collateral Agent in its sole but reasonable discretion that none of the tenants of such Property will terminate their lease agreements as a result of either the condemnation or taking or the repairs to or replacement of the Real Estate Collateral, the proceeds of such award, together with additional sums provided by Borrowers, shall be placed in a separate account for the benefit of Collateral Agent and Borrowers to be used to restore, repair, replace and rebuild the Real Estate Collateral as nearly as possible to its value, condition and character immediately prior to such taking.  All work to be performed in connection therewith shall be pursuant to a written contract therefor, which contract shall be subject to the prior approval of Collateral Agent.  To the extent that any funds remain after the Real Estate Collateral has been so restored and repaired, the same shall be applied against the amounts due hereunder in such order as Collateral Agent and Lender may elect.  To enforce their rights hereunder, Collateral Agent and Lender shall be entitled to participate in and control any condemnation proceedings relating to any portion of the Real Estate Collateral with a book value of at least $350,000 and to be represented therein by counsel of their own choice, and Borrowers will deliver, or cause to be delivered to Collateral Agent and Lender such instruments as may be requested by them from time to time to permit such participation.  In the event Lender, as a result of any such judgment, decree or award, believes in its sole but reasonable discretion that the payment or performance of the Loan is impaired, Lender may declare all of the amounts due hereunder immediately due and payable.


 




  





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ARTICLE IX


 


ASSIGNMENT, SUBLEASING AND SELLING


 


Section 9.01.  Assignment by Lender.  This Agreement, and the obligations of Borrowers to make payments hereunder, may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Lender at any time subsequent to its execution, without the necessity of obtaining the consent of any Borrower; provided, however, that no such assignment or reassignment shall be effective unless and until Borrowers shall have received notice of the assignment or reassignment disclosing the name and address of the assignee or subassignee.  Upon receipt of notice of assignment, Borrowers shall agree to make all payments to the assignee designated in the notice of assignment, notwithstanding any claim, defense, setoff or counterclaim whatsoever (whether arising from a breach of this Agreement or otherwise) that Borrowers may from time to time have against Lender or the assignee.  Borrowers agree to execute all documents, including notices of assignment and chattel mortgages, which may be reasonably requested by Lender or its assignee to protect their interest in the Collateral and in this Agreement.


 


Section 9.02.  No Sale or Assignment by Borrowers.  This Agreement and the interest of Borrowers in the Collateral may not be sold, assumed, assigned or encumbered by Borrowers other than (a) in accordance with Section 7.01 hereof and (ii) by the lien created hereunder and under the Mortgages, the Permitted Exceptions and the Permitted Liens.


 


ARTICLE X




 


EVENTS OF DEFAULT AND REMEDIES


 


Section 10.01.  Events of Default.  The following constitute “Events of Default” under this Agreement:


 


(a)           failure by Borrowers to pay to Lender when due any Loan Payment or to pay any other payment required to be paid hereunder and the continuation of such failure for a period of 10 days;


 


(b)           failure by Borrowers to maintain insurance on the Real Estate Collateral in accordance with Section 6.07 hereof;


 


(c)           failure by Borrowers to comply with the provisions of Section 5.04, 6.01, 7.01 or 7.02 hereof;


 


(d)           failure by any Credit Party to observe and perform any other covenant, condition or agreement contained in any Borrower Document or in any other document or agreement executed in connection herewith on its part to be observed or performed for a period of 30 days after written notice is given to such Credit Party specifying such failure and directing that it be remedied; provided, however, that, if the failure stated in such notice cannot be corrected within such 30-day period, Lender will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Credit Parties, within the applicable period and diligently pursued until the default is corrected;


 


(e)           any Credit Party shall be or become insolvent, or admit in writing its inability to pay its debts as they mature, or make an assignment for the benefit of creditors; or any Credit Party shall apply for or consent to the appointment of any receiver, trustee or similar officer for it or for all or any substantial part of its property; or such receiver, trustee or similar officer shall be appointed without the application or consent of such Credit Party; or any Credit Party shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction; or any such proceeding shall be instituted (by petition, application or otherwise) against any Credit Party; or any judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against a substantial part of the property of any Credit Party;


 


(f)           determination by Lender that any representation or warranty made by any Credit Party in any Loan Document or in any other document executed in connection herewith was untrue in any material respect when made;


 


(g)           an amendment or termination relating to a filed financing statement describing any of the Collateral is improperly filed;


 




  





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(h)           the occurrence of an event of default and the expiration of any applicable notice and cure period under the Equipment Credit Facility or the Revolving Credit Facility;


 


(i)            the occurrence of an event of default and the expiration of any applicable notice and cure period under any instrument, agreement or other document evidencing, relating to or securing any indebtedness or other monetary obligation of any Credit Party having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $1,000,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise);


 


(j)            either Guarantor shall repudiate, purport to revoke or fail to perform such Guarantor’s obligations under the Guaranty Agreement;


 


(k)           except as otherwise provided pursuant to Section 7.02 hereof, ownership of any Borrower changes during the period that the Loan is outstanding (each Borrower hereby acknowledges that Lender has made its decision to enter into the transactions contemplated hereby based upon the management expertise of the current owners and their ownership of such Borrower); and


 


(l)            the occurrence of an event of default and the expiration of any applicable notice and cure period under any Borrower Document or any other agreement between or among GECC and any Borrower.


 


Section 10.02.  Remedies on Default.  Whenever an Event of Default described in Section 10.01(e) hereof shall have occurred, the Prepayment Amount automatically shall be due and payable, whereupon the Prepayment Amount automatically shall become and be forthwith due and payable without presentment, notice of dishonor, protest or further notice of any kind, all of which are hereby expressly waived by Borrowers.  Whenever any Event of Default shall have occurred, Lender and/or Collateral Agent shall have the right, at its sole option without any further demand or notice, to take any one or any combination of the following remedial steps which are accorded to Lender by applicable law:


 


(a)           by notice to any Borrower, declare the Prepayment Amount to be forthwith due and payable, whereupon the Prepayment Amount shall become and be forthwith due and payable, without presentment, notice of dishonor, protest or further notice of any kind, all of which are hereby expressly waived by Borrowers;


 


(b)           proceed by appropriate court action to enforce specific performance by Borrowers of the applicable covenants of this Agreement or to recover for the breach thereof, including the payment of all amounts due from Borrowers.  Borrowers shall pay or repay to Lender and Collateral Agent all costs of such action or court action, including, without limitation, reasonable attorneys’ fees;


 


(c)           exercise all rights and remedies under any Borrower Document; and


 




  





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(d)           take whatever action at law or in equity that may appear necessary or desirable to enforce its rights with respect to the Collateral.  Borrowers shall pay or repay to Lender all costs of such action or court action, including, without limitation, reasonable attorneys’ fees.


 


All proceeds from any disposition of the Collateral shall be applied in the following manner:


 


FIRST, to pay all proper and reasonable costs and expenses associated with the recovery, repair, storage and sale of the Collateral, including reasonable attorneys’ fees and expenses;


 


SECOND, to pay (i) Lender the amount of all unpaid Loan Payments or other obligations (whether direct or indirect owed by Borrowers to Lender), if any, which are then due and owing, together with interest and late charges thereon, (ii) Lender the then applicable Prepayment Amount (taking into account the payment of past-due Loan Payments as aforesaid), plus a pro rata allocation of interest, at the rate utilized to calculate the Loan Payments, from the next preceding due date of a Loan Payment until the date of payment by the buyer, and (iii) any other amounts due hereunder, including indemnity payments, taxes, charges, reimbursement of any advances and other amounts payable to Lender or Collateral Agent hereunder; and


 


THIRD, to pay the remainder of the sale proceeds, purchase moneys or other amounts paid by a buyer of the Collateral to Borrowers.


 


Notwithstanding any other remedy exercised hereunder, Borrowers shall remain obligated to pay to Lender any unpaid portion of the Prepayment Amount.


 


Section 10.03.  No Remedy Exclusive.  No remedy herein conferred upon or reserved to Lender or Collateral Agent is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity.  No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient.  In order to entitle Lender or Collateral Agent to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice other than such notice as may be required by this Article.  All remedies herein conferred upon or reserved to Lender or Collateral Agent shall survive the termination of this Agreement.


 


Section 10.04.  Late Charge; Default Interest.  If Lender does not receive from Borrowers payment in full of any Loan Payment or any other sum due under this Agreement or any other Loan Document within 10 days after its due date, Borrowers agree to pay a late fee equal to five percent (5%) on such late Loan Payment or other sum, but not exceeding any lawful maximum.  Such late fee will be immediately due and payable, and is in addition to any other costs, fees and expenses that Borrowers may owe as a result of such late payment.  Additionally, if the Loan is accelerated pursuant to Section 10.02 hereof, the amounts due and owing hereunder shall accrue interest at the lesser of 10% per annum or the highest rate not prohibited by applicable law from the date of such accelerated maturity until paid (both before and after any judgment).  The application of such 10% interest rate shall not be interpreted or deemed to extend any cure period set forth in this Agreement or any other Loan Document, cure any default or otherwise limit Lender’s or Collateral Agent’s rights or remedies hereunder or under any Loan Document.


 




  





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ARTICLE XI




 


MISCELLANEOUS


 


Section 11.01.  Costs and Expenses of Lender and Collateral Agent.  Borrowers shall pay to Lender and Collateral Agent, in addition to the Loan Payments payable by Borrowers hereunder, such amounts as shall be required by Lender or Collateral Agent in payment of any reasonable costs and expenses incurred by Lender or Collateral Agent in connection with the execution, performance or enforcement of this Agreement, including but not limited to payment of all reasonable fees, costs and expenses and all administrative costs of Lender or Collateral Agent in connection with the Collateral, expenses (including, without limitation, attorneys’ fees and disbursements), fees of auditors or attorneys, insurance premiums not otherwise paid hereunder and all other direct and necessary administrative costs of Lender or Collateral Agent or charges required to be paid by it in order to comply with the terms of, or to enforce its rights under, this Agreement.  Such costs and expenses shall be billed to Borrowers by Lender or Collateral Agent, as the case may be, from time to time, together with a statement certifying that the amount so billed has been paid by Lender or Collateral Agent for one or more of the items above described, or that such amount is then payable by Lender or Collateral Agent for such items.  Amounts so billed shall be due and payable by Borrowers within 30 days after receipt of the bill by Borrowers.


 


Section 11.02.  Disclaimer of Warranties.  LENDER MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR FITNESS FOR USE OF THE COLLATERAL, OR ANY OTHER WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT THERETO.  In no event shall Lender be liable for any loss or damage in connection with or arising out of this Agreement, the Collateral or the existence, furnishing, functioning or Borrowers’ use of any item or products or services provided for in this Agreement.


 


Section 11.03.  Notices.  All notices, certificates, requests, demands and other communications provided for hereunder or under any Borrower Document shall be in writing and shall be (a) personally delivered, (b) sent by first class United States mail, or (c) sent by overnight courier of national reputation, in each case addressed to the party to whom notice is being given at its address as set forth above or, as to each party, at such other address as may hereafter be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section.  All such notices, requests, demands and other communications shall be deemed to have been given on (a) the date received if personally delivered, (b) when deposited in the mail if delivered by mail, or (c) the date sent if sent by overnight courier.  If notice to Borrowers of any intended disposition of the Collateral or any other intended action is required by law in a particular instance, such notice shall be deemed commercially reasonable if given (in the manner specified in this Section) at least 10 calendar days prior to the date of intended disposition or other action.


 




  





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Section 11.04.  Further Assurance and Corrective Instruments.  Borrowers hereby agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such further acts, instruments, conveyances, transfers and assurances, as Lender or Collateral Agent reasonably deems necessary or advisable for the implementation, correction, confirmation or perfection of any Borrower Document and any rights of Lender or Collateral Agent thereunder.


 


Section 11.05.  Binding Effect; Time of the Essence.  This Agreement shall inure to the benefit of and shall be binding upon Lender, Borrowers and their respective successors and assigns.  Time is of the essence.


 


Section 11.06.  Severability.  In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.


 


Section 11.07.  Amendments.  To the extent permitted by law, the terms of this Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever except by written instrument signed by the parties hereto, and then such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given.


 


Section 11.08.  Execution in Counterparts.  This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart.


 


Section 11.09.  Applicable Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York (excluding choice-of-law principles).


 


Section 11.10.  Captions.  The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement.


 


Section 11.11.  Entire Agreement.  The Borrower Documents and all exhibits thereto constitute the entire agreement between Lender and Borrowers.  There are no understandings, agreements, representations or warranties, express or implied, not specified herein or in such documents regarding this Agreement or the Properties.


 


Section 11.12.  Usury.  It is the intention of the parties hereto to comply with any applicable usury laws; accordingly, it is agreed that, notwithstanding any provisions to the contrary in this Agreement, in no event shall this Agreement require the payment or permit the collection of interest or any amount in the nature of interest or fees in excess of the maximum permitted by applicable law.


 




  





29











  






 


Section 11.13.  Limitations of Liability.  In no event, whether as a result of breach of contract, warranty, tort (including negligence or strict liability), indemnity or otherwise, shall Lender, its assignees, if any, or Collateral Agent be liable for any special, consequential, incidental, punitive or penal damages, including, but not limited to, loss of profit or revenue, loss of use of the Collateral, service materials or software, damage to associated equipment, service materials or software, cost of capital, cost of substitute property, service materials or software, facilities, services or replacement power or downtime costs.


 


Section 11.14.  Waiver of Jury Trial.  LENDER, COLLATERAL AGENT AND BORROWERS HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS AGREEMENT, ANY OF THE RELATED DOCUMENTS, ANY DEALINGS AMONG LENDER, COLLATERAL AGENT OR BORROWERS RELATING TO THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED AMONG LENDER, COLLATERAL AGENT AND BORROWERS.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS).  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, ANY RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY RELATED TRANSACTIONS.  IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 


[REMAINDER OF PAGE INTENTIONALLY BLANK; EXECUTION PAGE FOLLOWS.]


 




  





30











  






 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement in their respective corporate names by their duly authorized officers, all as of the date first written above.


 




	Lender and Collateral Agent:	GENERAL ELECTRIC CAPITAL CORPORATION, as lender and as collateral agent	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Richard S. Hulit	 






	 	Title: 	Transaction and Syndication Manager	 
	 	 	 	 
	 	 	 	 
	Borrowers: 	APIO, INC.	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Gregory S. Skinner	 
	 	Title: 	Vice President	 
	 	 	 	 
	 	 	 	 
	 	
APIO COOLING A CALIFORNIA LIMITED PARTNERSHIP

	 
	 	 	 	 
	 	By:       APIO, INC., its general partner	 



 


	 	 	By:  	/s/ Gregory S. Skinner	 
	 	 	Title:	Vice President	 
	 	 	 	 	 
	 	 	 	 	 
	 	GREENLINE FOODS, INC.	 
	 	 	 
	 	 	 	 
	 	By: 	/s/ Gregory S. Skinner 	 
	 	Title:	Treasurer	 
	 	 	 	 
	 	 	 	 
	 	GREENLINE SOUTH CAROLINA PROPERTIES, LLC	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Gregory S. Skinner     	 
	 	Title:  	Treasurer	 
	 	 	 	 







                                                                                                                             


[EXECUTION PAGE OF LOAN AGREEMENT]


 




  





  











  






 


Annex I to Loan Agreement


 


NOTICE ADDRESSES


 


Lender







General Electric Capital Corporation


230 Schilling Circle


Suite 300


Hunt Valley, MD 21031


 


Borrowers


 


Apio, Inc.


4575 W. Main St.; P.O. Box 727


Guadalupe, CA 93434


Attn: Jeffery S. Kraetsch


Corporate Controller


Facsimile: (805) 249-6239


 


Apio Cooling A California Limited Partnership


 


c/o Apio, Inc.


4575 W. Main St.; P.O. Box 727


Guadalupe, CA 93434


Attn: Jeffery S. Kraetsch


Corporate Controller


Facsimile: (805) 249-6239


 


GreenLine Foods, Inc.


 


c/o Apio, Inc.


4575 W. Main St.; P.O. Box 727


Guadalupe, CA 93434


Attn: Jeffery S. Kraetsch


Corporate Controller


Facsimile: (805) 249-6239


 


GreenLine South Carolina Properties, LLC


 


c/o Apio, Inc.


4575 W. Main St.; P.O. Box 727


Guadalupe, CA 93434


Attn: Jeffery S. Kraetsch


Corporate Controller


Facsimile: (805) 249-6239


 




  





  











  






Exhibit A-1 to Loan Agreement


 


SCHEDULE OF LOAN PAYMENTS (PERMANENT NOTE)


 







 



	
Rate:

	 	
4.02%

	 	 	 	 	 	 	 	 
	
Loan Amount:

	 	
17,956,250.00

	 	 	 	 	 	 	 	 
	
Basis:

	 	
360 / 360

	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
Payment

	 	
Starting

	 	
Loan

	 	 	 	 	 	
Remaining


	
Date

	 	
Balance

	 	
Payment

	 	
Interest

	 	
Principal

	 	
Balance


	
4/23/2012

	 	
-

	 	
-

	 	
-

	 	
-

	 	
17,956,250.00


	
5/1/2012

	 	
17,956,250.00

	 	
16,040.92

	 	
16,040.92

	 	
-

	 	
17,956,250.00


	
6/1/2012

	 	
17,956,250.00

	 	
133,060.07

	 	
60,153.44

	 	
72,906.63

	 	
17,883,343.37


	
7/1/2012

	 	
17,883,343.37

	 	
133,060.07

	 	
59,909.20

	 	
73,150.87

	 	
17,810,192.50


	
8/1/2012

	 	
17,810,192.50

	 	
133,060.07

	 	
59,664.14

	 	
73,395.93

	 	
17,736,796.57


	
9/1/2012

	 	
17,736,796.57

	 	
133,060.07

	 	
59,418.27

	 	
73,641.80

	 	
17,663,154.77


	
10/1/2012

	 	
17,663,154.77

	 	
133,060.07

	 	
59,171.57

	 	
73,888.50

	 	
17,589,266.27


	
11/1/2012

	 	
17,589,266.27

	 	
133,060.07

	 	
58,924.04

	 	
74,136.03

	 	
17,515,130.24


	
12/1/2012

	 	
17,515,130.24

	 	
133,060.07

	 	
58,675.69

	 	
74,384.38

	 	
17,440,745.86


	
1/1/2013

	 	
17,440,745.86

	 	
133,060.07

	 	
58,426.50

	 	
74,633.57

	 	
17,366,112.29


	
2/1/2013

	 	
17,366,112.29

	 	
133,060.07

	 	
58,176.48

	 	
74,883.59

	 	
17,291,228.70


	
3/1/2013

	 	
17,291,228.70

	 	
133,060.07

	 	
57,925.62

	 	
75,134.45

	 	
17,216,094.25


	
4/1/2013

	 	
17,216,094.25

	 	
133,060.07

	 	
57,673.92

	 	
75,386.15

	 	
17,140,708.10


	
5/1/2013

	 	
17,140,708.10

	 	
133,060.07

	 	
57,421.37

	 	
75,638.70

	 	
17,065,069.40


	
6/1/2013

	 	
17,065,069.40

	 	
133,060.07

	 	
57,167.98

	 	
75,892.09

	 	
16,989,177.31


	
7/1/2013

	 	
16,989,177.31

	 	
133,060.07

	 	
56,913.74

	 	
76,146.33

	 	
16,913,030.98


	
8/1/2013

	 	
16,913,030.98

	 	
133,060.07

	 	
56,658.65

	 	
76,401.42

	 	
16,836,629.56


	
9/1/2013

	 	
16,836,629.56

	 	
133,060.07

	 	
56,402.71

	 	
76,657.36

	 	
16,759,972.20


	
10/1/2013

	 	
16,759,972.20

	 	
133,060.07

	 	
56,145.91

	 	
76,914.16

	 	
16,683,058.04


	
11/1/2013

	 	
16,683,058.04

	 	
133,060.07

	 	
55,888.24

	 	
77,171.83

	 	
16,605,886.21


	
12/1/2013

	 	
16,605,886.21

	 	
133,060.07

	 	
55,629.72

	 	
77,430.35

	 	
16,528,455.86





 




  





  











  






 


	
1/1/2014

	 	
16,528,455.86

	 	
133,060.07

	 	
55,370.33

	 	
77,689.74

	 	
16,450,766.12


	
2/1/2014

	 	
16,450,766.12

	 	
133,060.07

	 	
55,110.07

	 	
77,950.00

	 	
16,372,816.12


	
3/1/2014

	 	
16,372,816.12

	 	
133,060.07

	 	
54,848.93

	 	
78,211.14

	 	
16,294,604.98


	
4/1/2014

	 	
16,294,604.98

	 	
133,060.07

	 	
54,586.93

	 	
78,473.14

	 	
16,216,131.84


	
5/1/2014

	 	
16,216,131.84

	 	
133,060.07

	 	
54,324.04

	 	
78,736.03

	 	
16,137,395.81


	
6/1/2014

	 	
16,137,395.81

	 	
133,060.07

	 	
54,060.28

	 	
78,999.79

	 	
16,058,396.02


	
7/1/2014

	 	
16,058,396.02

	 	
133,060.07

	 	
53,795.63

	 	
79,264.44

	 	
15,979,131.58


	
8/1/2014

	 	
15,979,131.58

	 	
133,060.07

	 	
53,530.09

	 	
79,529.98

	 	
15,899,601.60


	
9/1/2014

	 	
15,899,601.60

	 	
133,060.07

	 	
53,263.67

	 	
79,796.40

	 	
15,819,805.20


	
10/1/2014

	 	
15,819,805.20

	 	
133,060.07

	 	
52,996.35

	 	
80,063.72

	 	
15,739,741.48


	
11/1/2014

	 	
15,739,741.48

	 	
133,060.07

	 	
52,728.13

	 	
80,331.94

	 	
15,659,409.54


	
12/1/2014

	 	
15,659,409.54

	 	
133,060.07

	 	
52,459.02

	 	
80,601.05

	 	
15,578,808.49


	
1/1/2015

	 	
15,578,808.49

	 	
133,060.07

	 	
52,189.01

	 	
80,871.06

	 	
15,497,937.43


	
2/1/2015

	 	
15,497,937.43

	 	
133,060.07

	 	
51,918.09

	 	
81,141.98

	 	
15,416,795.45


	
3/1/2015

	 	
15,416,795.45

	 	
133,060.07

	 	
51,646.26

	 	
81,413.81

	 	
15,335,381.64


	
4/1/2015

	 	
15,335,381.64

	 	
133,060.07

	 	
51,373.53

	 	
81,686.54

	 	
15,253,695.10


	
5/1/2015

	 	
15,253,695.10

	 	
133,060.07

	 	
51,099.88

	 	
81,960.19

	 	
15,171,734.91


	
6/1/2015

	 	
15,171,734.91

	 	
133,060.07

	 	
50,825.31

	 	
82,234.76

	 	
15,089,500.15


	
7/1/2015

	 	
15,089,500.15

	 	
133,060.07

	 	
50,549.83

	 	
82,510.24

	 	
15,006,989.91


	
8/1/2015

	 	
15,006,989.91

	 	
133,060.07

	 	
50,273.42

	 	
82,786.65

	 	
14,924,203.26


	
9/1/2015

	 	
14,924,203.26

	 	
133,060.07

	 	
49,996.08

	 	
83,063.99

	 	
14,841,139.27


	
10/1/2015

	 	
14,841,139.27

	 	
133,060.07

	 	
49,717.82

	 	
83,342.25

	 	
14,757,797.02


	
11/1/2015

	 	
14,757,797.02

	 	
133,060.07

	 	
49,438.62

	 	
83,621.45

	 	
14,674,175.57


	
12/1/2015

	 	
14,674,175.57

	 	
133,060.07

	 	
49,158.49

	 	
83,901.58

	 	
14,590,273.99


	
1/1/2016

	 	
14,590,273.99

	 	
133,060.07

	 	
48,877.42

	 	
84,182.65

	 	
14,506,091.34


	
2/1/2016

	 	
14,506,091.34

	 	
133,060.07

	 	
48,595.41

	 	
84,464.66

	 	
14,421,626.68


	
3/1/2016

	 	
14,421,626.68

	 	
133,060.07

	 	
48,312.45

	 	
84,747.62

	 	
14,336,879.06


	
4/1/2016

	 	
14,336,879.06

	 	
133,060.07

	 	
48,028.55

	 	
85,031.52

	 	
14,251,847.54


	
5/1/2016

	 	
14,251,847.54

	 	
133,060.07

	 	
47,743.69

	 	
85,316.38

	 	
14,166,531.16





 




  





  











  






 


	
6/1/2016

	 	
14,166,531.16

	 	
133,060.07

	 	
47,457.88

	 	
85,602.19

	 	
14,080,928.97


	
7/1/2016

	 	
14,080,928.97

	 	
133,060.07

	 	
47,171.11

	 	
85,888.96

	 	
13,995,040.01


	
8/1/2016

	 	
13,995,040.01

	 	
133,060.07

	 	
46,883.38

	 	
86,176.69

	 	
13,908,863.32


	
9/1/2016

	 	
13,908,863.32

	 	
133,060.07

	 	
46,594.69

	 	
86,465.38

	 	
13,822,397.94


	
10/1/2016

	 	
13,822,397.94

	 	
133,060.07

	 	
46,305.03

	 	
86,755.04

	 	
13,735,642.90


	
11/1/2016

	 	
13,735,642.90

	 	
133,060.07

	 	
46,014.40

	 	
87,045.67

	 	
13,648,597.23


	
12/1/2016

	 	
13,648,597.23

	 	
133,060.07

	 	
45,722.80

	 	
87,337.27

	 	
13,561,259.96


	
1/1/2017

	 	
13,561,259.96

	 	
133,060.07

	 	
45,430.22

	 	
87,629.85

	 	
13,473,630.11


	
2/1/2017

	 	
13,473,630.11

	 	
133,060.07

	 	
45,136.66

	 	
87,923.41

	 	
13,385,706.70


	
3/1/2017

	 	
13,385,706.70

	 	
133,060.07

	 	
44,842.12

	 	
88,217.95

	 	
13,297,488.75


	
4/1/2017

	 	
13,297,488.75

	 	
133,060.07

	 	
44,546.59

	 	
88,513.48

	 	
13,208,975.27


	
5/1/2017

	 	
13,208,975.27

	 	
133,060.07

	 	
44,250.07

	 	
88,810.00

	 	
13,120,165.27


	
6/1/2017

	 	
13,120,165.27

	 	
133,060.07

	 	
43,952.55

	 	
89,107.52

	 	
13,031,057.75


	
7/1/2017

	 	
13,031,057.75

	 	
133,060.07

	 	
43,654.04

	 	
89,406.03

	 	
12,941,651.72


	
8/1/2017

	 	
12,941,651.72

	 	
133,060.07

	 	
43,354.53

	 	
89,705.54

	 	
12,851,946.18


	
9/1/2017

	 	
12,851,946.18

	 	
133,060.07

	 	
43,054.02

	 	
90,006.05

	 	
12,761,940.13


	
10/1/2017

	 	
12,761,940.13

	 	
133,060.07

	 	
42,752.50

	 	
90,307.57

	 	
12,671,632.56


	
11/1/2017

	 	
12,671,632.56

	 	
133,060.07

	 	
42,449.97

	 	
90,610.10

	 	
12,581,022.46


	
12/1/2017

	 	
12,581,022.46

	 	
133,060.07

	 	
42,146.43

	 	
90,913.64

	 	
12,490,108.82


	
1/1/2018

	 	
12,490,108.82

	 	
133,060.07

	 	
41,841.86

	 	
91,218.21

	 	
12,398,890.61


	
2/1/2018

	 	
12,398,890.61

	 	
133,060.07

	 	
41,536.28

	 	
91,523.79

	 	
12,307,366.82


	
3/1/2018

	 	
12,307,366.82

	 	
133,060.07

	 	
41,229.68

	 	
91,830.39

	 	
12,215,536.43


	
4/1/2018

	 	
12,215,536.43

	 	
133,060.07

	 	
40,922.05

	 	
92,138.02

	 	
12,123,398.41


	
5/1/2018

	 	
12,123,398.41

	 	
133,060.07

	 	
40,613.39

	 	
92,446.68

	 	
12,030,951.73


	
6/1/2018

	 	
12,030,951.73

	 	
133,060.07

	 	
40,303.69

	 	
92,756.38

	 	
11,938,195.35


	
7/1/2018

	 	
11,938,195.35

	 	
133,060.07

	 	
39,992.95

	 	
93,067.12

	 	
11,845,128.23


	
8/1/2018

	 	
11,845,128.23

	 	
133,060.07

	 	
39,681.18

	 	
93,378.89

	 	
11,751,749.34


	
9/1/2018

	 	
11,751,749.34

	 	
133,060.07

	 	
39,368.36

	 	
93,691.71

	 	
11,658,057.63


	
10/1/2018

	 	
11,658,057.63

	 	
133,060.07

	 	
39,054.49

	 	
94,005.58

	 	
11,564,052.05





 




  





  











  






 


	
11/1/2018

	 	
11,564,052.05

	 	
133,060.07

	 	
38,739.57

	 	
94,320.50

	 	
11,469,731.55


	
12/1/2018

	 	
11,469,731.55

	 	
133,060.07

	 	
38,423.60

	 	
94,636.47

	 	
11,375,095.08


	
1/1/2019

	 	
11,375,095.08

	 	
133,060.07

	 	
38,106.57

	 	
94,953.50

	 	
11,280,141.58


	
2/1/2019

	 	
11,280,141.58

	 	
133,060.07

	 	
37,788.47

	 	
95,271.60

	 	
11,184,869.98


	
3/1/2019

	 	
11,184,869.98

	 	
133,060.07

	 	
37,469.31

	 	
95,590.76

	 	
11,089,279.22


	
4/1/2019

	 	
11,089,279.22

	 	
133,060.07

	 	
37,149.09

	 	
95,910.98

	 	
10,993,368.24


	
5/1/2019

	 	
10,993,368.24

	 	
133,060.07

	 	
36,827.78

	 	
96,232.29

	 	
10,897,135.95


	
6/1/2019

	 	
10,897,135.95

	 	
133,060.07

	 	
36,505.41

	 	
96,554.66

	 	
10,800,581.29


	
7/1/2019

	 	
10,800,581.29

	 	
133,060.07

	 	
36,181.95

	 	
96,878.12

	 	
10,703,703.17


	
8/1/2019

	 	
10,703,703.17

	 	
133,060.07

	 	
35,857.41

	 	
97,202.66

	 	
10,606,500.51


	
9/1/2019

	 	
10,606,500.51

	 	
133,060.07

	 	
35,531.78

	 	
97,528.29

	 	
10,508,972.22


	
10/1/2019

	 	
10,508,972.22

	 	
133,060.07

	 	
35,205.06

	 	
97,855.01

	 	
10,411,117.21


	
11/1/2019

	 	
10,411,117.21

	 	
133,060.07

	 	
34,877.24

	 	
98,182.83

	 	
10,312,934.38


	
12/1/2019

	 	
10,312,934.38

	 	
133,060.07

	 	
34,548.33

	 	
98,511.74

	 	
10,214,422.64


	
1/1/2020

	 	
10,214,422.64

	 	
133,060.07

	 	
34,218.32

	 	
98,841.75

	 	
10,115,580.89


	
2/1/2020

	 	
10,115,580.89

	 	
133,060.07

	 	
33,887.20

	 	
99,172.87

	 	
10,016,408.02


	
3/1/2020

	 	
10,016,408.02

	 	
133,060.07

	 	
33,554.97

	 	
99,505.10

	 	
9,916,902.92


	
4/1/2020

	 	
9,916,902.92

	 	
133,060.07

	 	
33,221.63

	 	
99,838.44

	 	
9,817,064.48


	
5/1/2020

	 	
9,817,064.48

	 	
133,060.07

	 	
32,887.17

	 	
100,172.90

	 	
9,716,891.58


	
6/1/2020

	 	
9,716,891.58

	 	
133,060.07

	 	
32,551.59

	 	
100,508.48

	 	
9,616,383.10


	
7/1/2020

	 	
9,616,383.10

	 	
133,060.07

	 	
32,214.88

	 	
100,845.19

	 	
9,515,537.91


	
8/1/2020

	 	
9,515,537.91

	 	
133,060.07

	 	
31,877.05

	 	
101,183.02

	 	
9,414,354.89


	
9/1/2020

	 	
9,414,354.89

	 	
133,060.07

	 	
31,538.09

	 	
101,521.98

	 	
9,312,832.91


	
10/1/2020

	 	
9,312,832.91

	 	
133,060.07

	 	
31,197.99

	 	
101,862.08

	 	
9,210,970.83


	
11/1/2020

	 	
9,210,970.83

	 	
133,060.07

	 	
30,856.75

	 	
102,203.32

	 	
9,108,767.51


	
12/1/2020

	 	
9,108,767.51

	 	
133,060.07

	 	
30,514.37

	 	
102,545.70

	 	
9,006,221.81


	
1/1/2021

	 	
9,006,221.81

	 	
133,060.07

	 	
30,170.84

	 	
102,889.23

	 	
8,903,332.58


	
2/1/2021

	 	
8,903,332.58

	 	
133,060.07

	 	
29,826.16

	 	
103,233.91

	 	
8,800,098.67


	
3/1/2021

	 	
8,800,098.67

	 	
133,060.07

	 	
29,480.33

	 	
103,579.74

	 	
8,696,518.93





 




  





  











  






 


	
4/1/2021

	 	
8,696,518.93

	 	
133,060.07

	 	
29,133.34

	 	
103,926.73

	 	
8,592,592.20


	
5/1/2021

	 	
8,592,592.20

	 	
133,060.07

	 	
28,785.18

	 	
104,274.89

	 	
8,488,317.31


	
6/1/2021

	 	
8,488,317.31

	 	
133,060.07

	 	
28,435.86

	 	
104,624.21

	 	
8,383,693.10


	
7/1/2021

	 	
8,383,693.10

	 	
133,060.07

	 	
28,085.37

	 	
104,974.70

	 	
8,278,718.40


	
8/1/2021

	 	
8,278,718.40

	 	
133,060.07

	 	
27,733.71

	 	
105,326.36

	 	
8,173,392.04


	
9/1/2021

	 	
8,173,392.04

	 	
133,060.07

	 	
27,380.86

	 	
105,679.21

	 	
8,067,712.83


	
10/1/2021

	 	
8,067,712.83

	 	
133,060.07

	 	
27,026.84

	 	
106,033.23

	 	
7,961,679.60


	
11/1/2021

	 	
7,961,679.60

	 	
133,060.07

	 	
26,671.63

	 	
106,388.44

	 	
7,855,291.16


	
12/1/2021

	 	
7,855,291.16

	 	
133,060.07

	 	
26,315.23

	 	
106,744.84

	 	
7,748,546.32


	
1/1/2022

	 	
7,748,546.32

	 	
133,060.07

	 	
25,957.63

	 	
107,102.44

	 	
7,641,443.88


	
2/1/2022

	 	
7,641,443.88

	 	
133,060.07

	 	
25,598.84

	 	
107,461.23

	 	
7,533,982.65


	
3/1/2022

	 	
7,533,982.65

	 	
133,060.07

	 	
25,238.84

	 	
107,821.23

	 	
7,426,161.42


	
4/1/2022

	 	
7,426,161.42

	 	
133,060.07

	 	
24,877.64

	 	
108,182.43

	 	
7,317,978.99


	
5/1/2022

	 	
7,317,978.99

	 	
7,342,494.22

	 	
24,515.23

	 	
7,317,978.99

	 	
0.00







 




  





  











  






 


Exhibit A-2 to Loan Agreement


 


SCHEDULE OF LOAN PAYMENTS (BRIDGE NOTE)


 



	
Rate:

	 	
4.02%

	 	 	 	 	 	 	 	 
	
Loan Amount:

	 	
1,200,000.00

	 	 	 	 	 	 	 	 
	
Basis:

	 	
360 / 360

	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	
Payment

	 	
Starting

	 	
Loan

	 	 	 	 	 	
Remaining


	
Date

	 	
Balance

	 	
Payment

	 	
Interest

	 	
Principal

	 	
Balance


	 	 	 	 	 	 	 	 	 	 	 
	
4/23/2012

	 	
-

	 	
-

	 	
-

	 	
-

	 	
1,200,000.00


	
5/1/2012

	 	
1,200,000.00

	 	
1,072.00

	 	
1,072.00

	 	
-

	 	
1,200,000.00


	
6/1/2012

	 	
1,200,000.00

	 	
8,901.55

	 	
4,020.00

	 	
4,881.55

	 	
1,195,118.45


	
7/1/2012

	 	
1,195,118.45

	 	
8,901.55

	 	
4,003.65

	 	
4,897.90

	 	
1,190,220.55


	
8/1/2012

	 	
1,190,220.55

	 	
8,901.55

	 	
3,987.24

	 	
4,914.31

	 	
1,185,306.24


	
9/1/2012

	 	
1,185,306.24

	 	
8,901.55

	 	
3,970.78

	 	
4,930.77

	 	
1,180,375.47


	
10/1/2012

	 	
1,180,375.47

	 	
8,901.55

	 	
3,954.26

	 	
4,947.29

	 	
1,175,428.18


	
11/1/2012

	 	
1,175,428.18

	 	
8,901.55

	 	
3,937.68

	 	
4,963.87

	 	
1,170,464.31


	
12/1/2012

	 	
1,170,464.31

	 	
8,901.55

	 	
3,921.06

	 	
4,980.49

	 	
1,165,483.82


	
1/1/2013

	 	
1,165,483.82

	 	
8,901.55

	 	
3,904.37

	 	
4,997.18

	 	
1,160,486.64


	
2/1/2013

	 	
1,160,486.64

	 	
8,901.55

	 	
3,887.63

	 	
5,013.92

	 	
1,155,472.72


	
3/1/2013

	 	
1,155,472.72

	 	
8,901.55

	 	
3,870.83

	 	
5,030.72

	 	
1,150,442.00


	
4/1/2013

	 	
1,150,442.00

	 	
8,901.55

	 	
3,853.98

	 	
5,047.57

	 	
1,145,394.43


	
5/1/2013

	 	
1,145,394.43

	 	
1,149,231.50

	 	
3,837.07

	 	
1,145,394.43

	 	
-







 




  





  











  






 


Exhibit B to Loan Agreement


 


LIST OF EQUIPMENT FACILITY COLLATERAL


 


[TO BE ATTACHED]


 




  





  











  






 



ANNEX A-1


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012


 





	
DEBTOR:

	
Apio, Inc.


	
SECURED PARTY:

	
GE Capital Commercial, Inc.


	
EQUIPMENT LOCATION:

	
4575 West Main Street, Guadalupe, CA 93434


	  	  	  	  
	
Asset #

	
Asset Description

	
Tag #

	
Serial Number


	  	  	  	  
	
7

	
1996 GMC Sierra Pickup; brown

	
1000013

	
1GTEK19K3RE556510


	
762

	
2001 Chevy; CK15703; white

	  	
1GCEK14V21Z113392


	
1325

	
'87 International Flatbed

	
1000050

	
1HTLDUGP3HH504330


	
1560

	
1999 Silverado; pewter

	
1000763

	
1GCEK19TOXE226555


	
1638

	
2000 Silverado; gold

	  	
1GCEC19T9YZ328735


	
1650

	
Ford Explore, 2000, white

	  	
1FMZU63P1YZB89655


	
2221

	
Watering Truck

	  	
1HTAR1825BHB24745


	
2384

	
2006 Chevy Silverado

	  	
1GCHK29D26E191012


	
2430

	
2005 Chevy

	  	
LAST FOUR DIGITS 7214


	
2496

	
VA Trans Truck - 08 Intl 4300

	  	
HTMMAAN08H560509


	
2530

	
2008 GMC Sierra 1500

	  	
2GTFK13M081184859


	
2583

	
GMC Sierrra 2008

	
243075

	  
	
2627

	
Toyota Tundra 4x4 2010 White

	  	
5TFUM5F19AX003538


	
2629

	
Toyota Tundra 4x4 2010 Silver

	  	
5TFUM5F13AX002868


	
2666

	
2010 Chevy Silverado Gray

	
8Z65129

	
1GCSKTE35AZ132787


	
2670

	
2010 Chevy Silverado Silver

	  	
3GCRKSE3XAG289255


	
2671

	
2010 Chevy Silverado White

	
47270A1

	
3GCRKSE37AG295174


	
2685

	
2011 GMC Sierra 1500 Grey

	  	
3GTP2VE37BG258622


	  	  	  	  
	  	  	  	  
	
248

	
Conference Room Furniture

	
3001008

	  
	
265

	
Receptionist Console

	  	  
	
278

	
Plymold Flat Bench Units

	  	
FF77896


	
1780

	
InFocus ZGA Projector

	  	  
	
2174

	
Apio PMA Booth Graphics

	  	  
	
2203

	
Cal Ex Office Lshld Imrvmnts

	  	  
	
2218

	
Cubicles for QA Lab

	  	  
	
2336

	
Entrance & Truck "Apio" Signs

	  	  
	
2337

	
VA Office Furniture

	  	  
	
2348

	
VA Break Room 5 Tables

	  	  
	
2406

	
Refrigeration Units for PMA

	  	
0609001391 & 0609001392


	
2550

	
New Trade Show Booth

	  	  
	
2552

	
QA Office Furniture

	  	  
	
2560

	
Lab Furniture

	  	  
	  	  	  	  
	  	  	  	  
	
275

	
Plant Video Camera Equipment

	
1000806

	  
	
368

	
Phone Wiring, New

	  	  
	
1541

	
Fire Safe - Media Manager

	
3001212

	  
	
1629

	
HP Laserjet Printers

	  	  
	
1774

	
HP LaserJet 4100TN

	  	
USBGC00778


	
1788

	
JD Edwards System

	
SOFTWARE

	
M1H36A02R


	
1892

	
JD Edwards System

	
3001203

	  
	
1927

	
Toshiba Tecra M2 PTM20U-OM

	
1001388

	
44049468P


	
2032

	
FireKing Electronic Media Safe

	
CAL-EX

	
DS1817-1LG


	
2101

	
MS MBL Visio Std 2002

	  	
D86-00916


	
2142

	
JDE-T2 + Array

	  	  
	
2167

	
Acer 17" LCD Screens

	
1001341-45

	  
	
2168

	
Motorola Hand Radios

	  	  





 



INITIALS DEBTOR:  /s/  GS


 


INITIALS SECURED PARTY:  /s/  KD


 






  





1 OF 10











  






 



ANNEX A-1


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012


 





	
DEBTOR:

	
Apio, Inc.


	
SECURED PARTY:

	
GE Capital Commercial, Inc.


	
EQUIPMENT LOCATION:

	
4575 West Main Street, Guadalupe, CA 93434


	  	  	  	  
	
Asset #

	
Asset Description

	
Tag #

	
Serial Number


	  	  	  	  
	
2193

	
Cisco Wireless Access Points

	  	  
	
2211

	
Expansion Array for JDE

	
3001042

	  
	
2240

	
Lexicom AS2

	
3001047

	  
	
2255

	
JD Edwards

	  	  
	
2258

	
Client Software Cmplcy

	  	  
	
2290

	
HP Proliant DL140

	
3001028

	
M03FMF6238


	
2291

	
Cisco Firewall

	
3001044

	
CON-SNT-PKG7


	
2299

	
Auto Cad

	  	  
	
2313

	
Antivirus Server

	  	  
	
2323

	
Softshare Delta/ECS

	  	  
	
2335

	
Avaya Phone System

	
3001204

	  
	
2370

	
Internet Redundancy - Radware

	  	  
	
2371

	
MS Office & MS 2003 Server

	  	  
	
2372

	
Security Camera

	
4000221

	  
	
2380

	
Justice Lab  - Chrome

	  	  
	
2399

	
Data Warehouse Server

	
3001214

	  
	
2400

	
Cognos Contributor

	  	  
	
2402

	
Avaya Phone Win VCL 8 channel

	  	  
	
2405

	
RFID Wal-Mart Project

	  	  
	
2410

	
EDI Backup Server

	
3001219

	  
	
2421

	
Citrix Service

	
3001216-218

	
100J3-100J1-100HY


	
2427

	
Easy Pay Manager

	  	  
	
2437

	
BackUp Server Replacement

	  	  
	
2440

	
Tech Display Equp 4 Tradeshows

	
3001175

	  
	
2504

	
RF Scan Gun

	  	  
	
2507

	
Engine Room Monitoring Device

	
3001213

	  
	
2508

	
Cognos

	  	  
	
2519

	
New File Server APIOFS1

	
3001215

	  
	
2521

	
RF Scan Gun

	  	  
	
2523

	
Engine Rm Monit Device

	  	  
	
2526

	
Bck Up & Recovery For Cognos

	  	  
	
2532

	
Laptop D Sherrod

	  	  
	
2533

	
Laptop For Ray Clark

	
3001211

	
28361708Q


	
2536

	
2 MS SQL Servers - Enterprise

	  	  
	
2561

	
Weight Ticket Sftwr & Hrdwr

	  	  
	
2563

	
Wireless Infastructure Project

	
3001201

	  
	
2581

	
Expansion Array

	
3001200

	  
	
2607

	
Apio E-mail Server

	
3001202

	  
	
2608

	
QA Data Colection Hardware

	  	  
	
2611

	
140 Windows 08 Server Licenses

	  	  
	
2612

	
109 SQL 2008 Access Licenses

	  	  
	
2642

	
NetAPP Raid Array

	
3001197

	  
	
2664

	
Co-Pack IT System Equipment

	  	  
	
2684

	
VM Ware Expansion

	  	  
	
2749

	
Office 2010 Upgrade

	  	  
	  	  	  	  
	  	  	  	  
	
16

	
Metal Detector

	
2000182

	
21981


	
36

	
Metal Detector

	
2000238

	
12011-03


	
51

	
Combo Scale

	
1000713

	  






 


INITIALS DEBTOR:  /s/  GS


 


INITIALS SECURED PARTY:  /s/  KD


 






  





2 OF 10











  






 



ANNEX A-1


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012




 



	
DEBTOR:

	
Apio, Inc.


	
SECURED PARTY:

	
GE Capital Commercial, Inc.


	
EQUIPMENT LOCATION:

	
4575 West Main Street, Guadalupe, CA 93434


	  	  	  	  
	
Asset #

	
Asset Description

	
Tag #

	
Serial Number


	  	  	  	  
	
61

	
Platform

	
1000714

	  
	
116

	
Upgrade to Cooler Racks

	  	  
	
118

	
Metal Detector

	
1000061

	
13292-01


	
127

	
Chain Hoist

	  	  
	
139

	
Floor Scale

	  	  
	
145

	
Newtec Scale

	  	  
	
156

	
Ice Pulverizer

	
2000200

	  
	
187

	
Slicing Wheel

	  	  
	
191

	
Addition to Metal Detector

	  	  
	
209

	
Coils

	  	  
	
211

	
Packaging Equip (D'Arrigo Bros

	
1000712

	  
	
260

	
Mini Tray Machine

	  	  
	
266

	
Electric Chain Hoist w/15' cha

	  	  
	
291

	
Bagger (VA Expansion)

	  	  
	
335

	
Cascading Dryer Conveyor

	  	  
	
338

	
Celery Cutter Machine

	
2000356

	  
	
354

	
Metal Detector, Safeline

	
100081B

	
42329


	
357

	
Yellow Waste Bins (30)

	  	  
	
362

	
Submersible Sump Pump

	
30001114

	  
	
364

	
Cull Elevator

	
1000070A

	
117652-A


	
374

	
Blue Macro Bins 34-FVLF (40)

	  	  
	
395

	
Processing Line - VA

	
1000071

	
15026-1


	
406

	
Green Cauliflower Trays(7,500)

	  	  
	
409

	
40hp Sullair Compressor

	
2000362

	
003-123548/005-D17399


	
436

	
Broccoli Line (VA Expansion)

	  	  
	
465

	
Green Chillpck TrayTote(2,400)

	  	
018592E04M


	
472

	
Cauliflower Line (VA Expansion

	  	  
	
486

	
Marathon Trash Compactors (2)

	  	  
	
492

	
Green Chillpck TrayTote(2400)

	  	  
	
494

	
Green Chillpck Tray/Tote (400)

	  	  
	
518

	
Haug AS-400 Auto Tray Sealer

	  	  
	
530

	
Green Chillpck TrayTote(2400)

	  	  
	
551

	
Green Chillpck TrayTote(2400)

	  	  
	
575

	
Red Chillpck TraTote(2400)

	  	  
	
579

	
Party Tray Line/Sealer (Expans

	  	  
	
584

	
Red Chillpck TrayTote(2400)

	  	  
	
587

	
Red Chillpck TrayTote(2400)

	  	  
	
590

	
Red Chillpack Tray/Tote (300)

	  	  
	
683

	
Haysen Bag Forming Collars

	  	
72769DSL


	
685

	
Cooler Fans

	  	  
	
707

	
Tru - Hone Knife Sharpener

	  	  
	
710

	
Processing Line Conveyer Exten

	  	  
	
1049

	
Cull System

	
1000070B

	
117652-B


	
1065

	
Scale Feed/Distribution System

	  	  
	
1172

	
Yellow Cauliflower Trays(4000)

	  	  
	
1255

	
Bagger - IIIapack

	
1000073

	
1186224


	
1270

	
Cauliflower Line

	
1000074

	  
	
1284

	
Cauliflower Totes

	  	  
	
1314

	
Reyco Cull System

	
2000346

	  
	
1342

	
40' Container

	  	
VC5714







 



INITIALS DEBTOR:  /s/  GS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





3 OF 10











  








ANNEX A-1


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012


 





	
DEBTOR:

	
Apio, Inc.


	
SECURED PARTY:

	
GE Capital Commercial, Inc.


	
EQUIPMENT LOCATION:

	
4575 West Main Street, Guadalupe, CA 93434


	  	  	  	  
	
Asset #

	
Asset Description

	
Tag #

	
Serial Number


	  	  	  	  
	
1604

	
Barnes Pump

	
2000115

	
0663033-0998


	
1666

	
Barnes Pump

	
2000116

	
1189-52596


	
1671

	
Ice Injector

	
1000157G

	  
	
1723

	
Packing Line (VA Expansion)

	  	  
	
1741

	
Chlorination system

	
2000121

	  
	
1801

	
Hytrol Conveyer System

	  	  
	
1815

	
DSL Forming Collars

	  	  
	
1884

	
VA Truck Scale

	  	  
	
1889

	
VA Broccoli Chilled Wash Line

	
30001123

	  
	
1890

	
Automated Square Tray Sealer

	  	  
	
1963

	
PVCA-STC Leak Testers

	  	  
	
1975

	
Floor Scale w/ Ramp

	  	  
	
1979

	
Ice Extruder Plates

	  	  
	
2020

	
Upgrade VFFS VA Machines #1

	  	  
	
2021

	
Upgrade VFFS VA Machines #2

	  	  
	
2022

	
Upgrade VFFS VA Machines #3

	  	  
	
2023

	
Upgrade VFFS VA Machines #4

	  	  
	
2024

	
Upgrade VFFS VA Machines #5

	  	  
	
2025

	
Upgrade VFFS VA Machines #6

	  	  
	
2038

	
One 24"x5'0" Dewatering Shaker

	
2000308

	  
	
2043

	
24"x8' Incline Belt Conveyor

	  	  
	
2049

	
Reservoir for Crown Line

	  	  
	
2050

	
Galvanized Rails for Conveyor

	  	  
	
2060

	
Injection Mold

	  	  
	
2097

	
Haug Tray Sealer

	  	  
	
2098

	
Twin Pick Rack System

	  	  
	
2143

	
Macro Bins (Blue) (40)

	  	  
	
2144

	
Macro Bins (Gray) (30)

	  	  
	
2145

	
Maintenance Dept Storage

	  	  
	
2147

	
Pallet Stretch Wrap Wrapper

	  	  
	
2154

	
Macro Plastic Bins (530)

	  	  
	
2157

	
Cauliflower Wash & Trim

	  	  
	
2158

	
Ink Tray Conveyor Re-Config

	  	  
	
2161

	
Wash & Drying Line

	
4000258

	  
	
2165

	
Ice Injector Overhaul

	  	  
	
2169

	
Mini Me Tray Machine

	  	  
	
2170

	
Yamoto Sigma Scale

	  	  
	
2173

	
Universal Labeling Machines

	  	  
	
2175

	
Tray Machines

	
4000262

	  
	
2176

	
VA Line Inkjet Printer (5)

	
2-225

	  
	
2181

	
Tray Line Metal Detector

	
2000255

	  
	
2182

	
Raw Broc Hopper

	
2-186 2-205

	  
	
2185

	
Hoppers/Scales for Bagger #5

	  	  
	
2186

	
AS 400 Additions

	
2000241

	  
	
2188

	
Broccoli Macro Bins (1568)

	  	  
	
2189

	
Macro Bins (Blue) (50)

	  	  
	
2190

	
Macro Bins (Gray) (50)

	  	  
	
2192

	
Broc Dispersing Belt

	  	  
	
2195

	
Convert Cauli Ln to BrocTrimLn

	  	  
	
2197

	
P&P 4" Membrane Setup

	  	  





 



INITIALS DEBTOR:  /s/  GS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





4 OF 10











  






 


ANNEX A-1


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012


 



	
DEBTOR:

	
Apio, Inc.


	
SECURED PARTY:

	
GE Capital Commercial, Inc.


	
EQUIPMENT LOCATION:

	
4575 West Main Street, Guadalupe, CA 93434


	  	  	  	  
	
Asset #

	
Asset Description

	
Tag #

	
Serial Number


	  	  	  	  
	
2201

	
Raw Product Green Trays

	  	  
	
2204

	
AS400 Tray Machine

	  	  
	
2205

	
AS300 Tray Machine

	  	  
	
2213

	
Receiving Area Shade Canopy

	  	  
	
2215

	
Tray Machine

	  	  
	
2216

	
2001 Wiggins 12 Pallet Frklft

	  	
WLC-012041


	
2217

	
Lab Shrink Wrap Machine

	
3001233

	  
	
2219

	
Ammonia Detection System

	  	  
	
2226

	
Analytical Balance

	
3000125

	  
	
2227

	
90 Degree Radius Take-Away

	  	  
	
2228

	
Pack off Conveyor

	  	  
	
2229

	
Metal Detectors

	
2000259

	
S/N-2000259


	
2230

	
Incline Elevator

	
2000335

	  
	
2231

	
Ink Jet Printer

	
2000231

	  
	
2233

	
Broccoli Slaw Processing Unit

	
2000336

	  
	
2234

	
Triple Wash Line w/Chiller

	  	  
	
2235

	
100hp Sullair Compressor

	
2000361

	  
	
2236

	
Scale

	  	  
	
2237

	
Twin Tube Bagger

	  	  
	
2238

	
Punch and Patch Systems (5)

	  	  
	
2241

	
Metal Detector

	
2000246

	  
	
2242

	
Ink Jet Printer

	
2000267

	
BJ502


	
2243

	
Auto Labeler

	
3001189

	
L15H 0604L


	
2244

	
Burst Tank

	  	  
	
2246

	
Petite Tray Sealer Plates

	  	  
	
2247

	
Tray In-Feed System

	  	  
	
2248

	
Packing Conveyor

	
4000260-261

	  
	
2249

	
Labeling Conveyor

	  	  
	
2251

	
Triple Wash Line w/Chiller

	  	  
	
2253

	
Inkjet Printers

	  	  
	
2254

	
Auto Labeler

	
30001078

	  
	
2257

	
Metal Break and Sheer

	
2000357

	  
	
2261

	
In Store Tray Carrier Plates

	  	  
	
2262

	
Membrane Die & Adhesive Roller

	  	  
	
2263

	
Conveyor Modification

	  	  
	
2264

	
Scales

	  	
SN 070380050085


	
2266

	
Metal Detector

	
2000242

	
39243


	
2268

	
Metal Detector

	  	  
	
2269

	
Auto Labeler

	
3001162

	
L15D 4209HRW


	
2270

	
Auto Labeler

	
2000281

	
L15D 3955HLW


	
2271

	
Auto Labeler

	
3001088

	
L15D 4152HLW


	
2272

	
Auto Labeler

	
3001191

	
L60 HAUG-1604L


	
2273

	
Auto Labeler

	
3001193

	
L60 HAUG-1603R


	
2275

	
90 Degree Radius Take-Away

	  	  
	
2276

	
90 Degree Radius Take-Away

	  	  
	
2277

	
90 Degree Radius Take-Away

	  	  
	
2278

	
90 Degree Radius Take-Away

	  	  
	
2279

	
90 Degree Radius Take-Away

	  	  
	
2280

	
Incline Elevators

	  	  
	
2281

	
Incline Elevators

	  	  





 



INITIALS DEBTOR:  /s/  GS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





5 OF 10











  






 



ANNEX A-1


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012


 





	
DEBTOR:

	
Apio, Inc.


	
SECURED PARTY:

	
GE Capital Commercial, Inc.


	
EQUIPMENT LOCATION:

	
4575 West Main Street, Guadalupe, CA 93434


	  	  	  	  
	
Asset #

	
Asset Description

	
Tag #

	
Serial Number


	  	  	  	  
	
2282

	
Inkjet Printer

	
2000226

	  
	
2283

	
Inkjet Printer

	  	  
	
2284

	
Metal Detector

	
2000173

	
22173


	
2286

	
Ink Jet Printer

	
2000288

	  
	
2287

	
Auto Labeler

	
2000279

	
L15C 3906HRW


	
2288

	
Auto Labeler

	
2000287

	
L15C 3907HLW


	
2289

	
Pentetrometer

	
3001154

	  
	
2293

	
Dunk Tank

	  	  
	
2295

	
Punch and Patch System

	
4000256

	
L60D 996RT


	
2296

	
Punch and Patch System

	
2000224

	
L60D 967RT


	
2297

	
Punch and Patch System

	
4000257

	
L60E 1213R


	
2298

	
Punch and Patch System

	
2000219

	
L60E 1212R


	
2302

	
Chiller Mueller Freon

	  	  
	
2308

	
Garden Veg Tray Automation

	  	  
	
2309

	
Ink Jet Printer

	
30001081

	  
	
2310

	
CC Stalk Slicer

	
2000329

	  
	
2311

	
Haug Tray Sealer

	
3001082

	
176381


	
2315

	
In-store tray Automation

	  	  
	
2316

	
Snap Pea Conveyor

	  	  
	
2322

	
Tables with Adjustable Legs

	  	  
	
2327

	
Petite Machine

	
3001068

	
51K9060-CWT


	
2328

	
Metal Detector

	
3001069

	
S/N-LINE 15


	
2329

	
Auto Labeler

	
3001070

	
L150-4151HLW


	
2330

	
Auto Labeler

	
3001071

	
L15D-4118HRW


	
2331

	
Ink Jet Printer

	
3001067

	
BV528


	
2332

	
90 Degree Radius

	  	  
	
2333

	
Take-Away Conveyor

	
3001090

	  
	
2334

	
Flex Wash Line

	
2000312

	  
	
2341

	
Cooler Scrubber Machine

	
3001126

	
T7-10259316


	
2343

	
Metal Detector Tubs

	  	  
	
2344

	
Box Chute

	  	  
	
2345

	
Stainless Tables

	
3001072-1076

	  
	
2346

	
2 Ink Jet Printers

	  	  
	
2351

	
VA Raw Product Bins (500)

	  	  
	
2354

	
Auto Labeler

	
3001185

	
L15D 4015HLW


	
2355

	
Auto Labeler

	
3001079

	
L15D 4050HLW


	
2356

	
Auto Labeler

	
3001188

	
L15D 4032HLW


	
2357

	
2002 Club Car

	  	
E0220148367


	
2358

	
2001 Club Car

	  	
E0335318201


	
2361

	
Air Hoist for Spin Dryer

	
2000381

	  
	
2362

	
Reyco Enhancements/Relocation

	  	  
	
2363

	
Snack Line Tray Line Heater

	  	  
	
2365

	
Carrot Distribution System

	  	  
	
2378

	
O2/CO2 Analyzer from PBI

	
3001017

	  
	
2381

	
Cooling Evaporator

	  	  
	
2393

	
Auto Labeler

	
3001183

	
L15D 3956HLW


	
2394

	
Auto Labeler

	
3001163

	
L15D 4204HLW


	
2395

	
Auto Labeler

	
2000276

	
L15D 4046HRW


	
2396

	
Pallet Shrink Wrap Machine

	
3001232

	
Q300 LANTECH


	
2397

	
Punch & Patch Equip - Sd Dish

	  	  





 



INITIALS DEBTOR:  /s/  GS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





6 OF 10











  






 



ANNEX A-1


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012


 





	
DEBTOR:

	
Apio, Inc.


	
SECURED PARTY:

	
GE Capital Commercial, Inc.


	
EQUIPMENT LOCATION:

	
4575 West Main Street, Guadalupe, CA 93434


	  	  	  	  
	
Asset #

	
Asset Description

	
Tag #

	
Serial Number


	  	  	  	  
	
2398

	
Burst Tank Tray Room

	
2000123

	  
	
2401

	
AS320W 4up Tray Sealer

	  	  
	
2412

	
Cauliflower Line - #2

	  	  
	
2413

	
Auto Labeler

	
30001105

	
L15D 4133HLW


	
2414

	
Auto Labeler

	
3001165

	
L15C 3917HRW


	
2416

	
Speed Door #1

	  	  
	
2417

	
Speed Door #2

	  	  
	
2418

	
Speed Door #3

	  	  
	
2419

	
Pack Off Equipment

	  	  
	
2420

	
De water Shaker

	
2000306

	  
	
2422

	
Ice Plant rebuilt in 2007

	  	  
	
2428

	
Checkpoint Gas Analyzer

	
3001095

	  
	
2429

	
2 Door Refrig Unit for Lab

	  	  
	
2432

	
Snack Tray Tooling

	  	  
	
2433

	
Ice Plant Rebuild

	  	  
	
2434

	
Labeling Conveyors (4)

	
2000125 -128

	  
	
2442

	
Broccoli Sizer(shaker equip)

	  	  
	
2444

	
CIP Patch Punch/Applicator

	  	  
	
2445

	
Cold Room 2 Units

	  	  
	
2456

	
Reyco Fridge Incubator

	
3001135

	
Y08F-317191-YF


	
2457

	
Incubator Bod10a

	  	
V06F-308919-VF


	
2458

	
Low Temp Incubator Model 815

	
3001136

	
WB54507372


	
2459

	
Tray Sealer

	
3001152

	  
	
2460

	
EG & G Chromatog Equp

	
3001146

	  
	
2461

	
Spectrophotometer

	
3001138

	  
	
2462

	
Pressure Decay & Occlusion Tes

	
3001139

	
972332


	
2463

	
Pressure Decay & Occlusion Tes

	
3001140

	
972375


	
2464

	
Heat Sealer

	
3001142

	
98-20921


	
2465

	
Circulating Bath

	
3001131/1133

	  
	
2467

	
Carbon Dioxide Analyzer

	
3001133

	  
	
2470

	
Agilent 6850 Series GC System

	
3001156

	  
	
2471

	
Flowboard 9 station 3 gasses

	
3001145

	  
	
2472

	
Oxygen Permeation Analyzer

	
3001148

	  
	
2473

	
Portable Counting Scale

	
3001149

	  
	
2474

	
Satorius Top Bloading Balance

	
3001150

	  
	
2475

	
Heat Sealer

	
3001151

	  
	
2476

	
Bridge Portable CO2/O2 Analyze

	
3001011

	  
	
2478

	
Bridge Portable CO2/O2 Analyze

	
3001155

	  
	
2481

	
Stnlss Steel Drop Tube w/flang

	  	  
	
2484

	
Metal Detector

	  	  
	
2485

	
Precision Air Flow Test Device

	  	  
	
2486

	
Racking- Tomato Room

	  	  
	
2487

	
Raw Product Bins (1400)

	  	  
	
2488

	
VFFS Indexer

	  	  
	
2489

	
Gas Sweeper Model 6330 Exterra

	  	  
	
2490

	
Scrubber -Adv Model 4530 AXP

	
3001167

	
2011502


	
2491

	
VA Plant Evaporators 2007

	  	  
	
2492

	
Raw Product Whrse Speed Doors

	  	  
	
2494

	
Lantech Stretch Wrapper

	
3001173

	  
	
2495

	
Plant Emergency Lighting

	  	  





 



INITIALS DEBTOR:  /s/  GS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





7 OF 10











  






 


ANNEX A-1


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012


 



	
DEBTOR:

	
Apio, Inc.


	
SECURED PARTY:

	
GE Capital Commercial, Inc.


	
EQUIPMENT LOCATION:

	
4575 West Main Street, Guadalupe, CA 93434


	  	  	  	  
	
Asset #

	
Asset Description

	
Tag #

	
Serial Number


	  	  	  	  
	
2497

	
Kalmar 12 Pallet Forklift

	  	  
	
2498

	
Forklift Terminal Scanners (6)

	  	  
	
2500

	
Chlorine System

	  	  
	
2501

	
Metal Detector

	  	  
	
2502

	
Auto Labelers (2)

	
1157, 0269

	
L15D 4242HKRL15D 4051HLW


	
2503

	
Tote Washer

	  	  
	
2506

	
Sward Harness Rocker

	  	  
	
2517

	
Tray Pack Off Equipment

	  	  
	
2518

	
Air Compressor and Dryer

	
30001170

	
68846-T02


	
2520

	
Broc Air Knife Systems

	  	  
	
2524

	
Forklift Battery Chargers

	  	  
	
2525

	
2 Auto Labelers

	
0286, 0278

	
L15D 4049HLW L15D 4049HLW


	
2527

	
Checkpoint O2/CO2 Analyzer

	  	  
	
2528

	
Raw Product Totes (1,000)

	  	  
	
2534

	
2 Ink Jet Printers

	  	  
	
2535

	
2 Auto Labelers

	
1190, 1194

	
L15D 4042HRWL15D 4048HRW


	
2537

	
Bagger # 7 Punch & Patch

	  	  
	
2538

	
Instore #15 Punch & Patch

	  	  
	
2539

	
Bagger Forming Collars Tubes

	  	  
	
2540

	
Product Shade Area

	  	  
	
2542

	
QA Plant Burst Tank

	  	  
	
2543

	
Checkweigher

	  	  
	
2545

	
26" Wide Metal Detector

	  	  
	
2546

	
Twin Bagger & Scale

	  	  
	
2547

	
Slaw Line Shaker

	  	  
	
2548

	
Trash Compactor

	  	  
	
2551

	
Film Tray Sealer/ Seal & Peel

	  	  
	
2553

	
NH3 Temp Sensor

	  	  
	
2554

	
NH3 Temp Sensor

	  	  
	
2555

	
Commercial Slicer

	  	  
	
2556

	
Celery Processing Line

	  	  
	
2557

	
Cooler Recirculator PLC Contro

	  	  
	
2558

	
3 Daewoo Forklifts

	  	
CM00298 CM00299 CM00300


	
2559

	
Floor Pallet Scale

	  	  
	
2562

	
2 Ink Jet Printers

	  	  
	
2565

	
Black Celery Totes (10,000)

	  	  
	
2568

	
2 Ink Jet Printers

	  	  
	
2569

	
Punch & Patch Systems (2)

	
218, 222

	
L60E 1211L-L60D 968RT


	
2570

	
Twin Bagger Take-away/Pack Off

	  	  
	
2571

	
Twin Bagger Inclice Conveyers

	  	  
	
2573

	
Twin Tube Metal Detector

	  	  
	
2574

	
(2) Cooler Evaporators

	  	  
	
2575

	
Triple Stage Forklift Attach

	  	  
	
2576

	
(3) Plant Evaporators

	  	  
	
2579

	
Sams Instore Tray Line Convers

	  	  
	
2582

	
Raw Product Bins (1425)

	  	  
	
2584

	
Deli Cup Tray Sealer for Lab

	  	  
	
2585

	
Kalmar 12 Pallet Forklift

	  	
T431050333


	
2587

	
Hand Washing Units

	  	  
	
2589

	
Basket Hoist System

	  	  





 



INITIALS DEBTOR:  /s/  GS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





8 OF 10











  






 



ANNEX A-1


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012


 





	
DEBTOR:

	
Apio, Inc.


	
SECURED PARTY:

	
GE Capital Commercial, Inc.


	
EQUIPMENT LOCATION:

	
4575 West Main Street, Guadalupe, CA 93434


	  	  	  	  
	
Asset #

	
Asset Description

	
Tag #

	
Serial Number


	  	  	  	  
	
2590

	
EG&G Chromatog Equip

	
3001147

	  
	
2591

	
Circulating Bath

	  	  
	
2592

	
Microscope Olympus BX40

	
3001195

	
8K03767


	
2593

	
GTIN Traceability Case Labelin

	  	  
	
2594

	
Minipack tunnel 50 ss stnlss

	  	
4000292


	
2595

	
Bagger#2 control systm upgrade

	  	  
	
2598

	
Tooling for round tray servo

	
2000233

	
3001108


	
2599

	
VFD Air compressor & Controls

	
4000293/294

	  
	
2600

	
Air Storage tanks&Piping

	
4000296

	  
	
2601

	
VFD Regulators & Controls

	
4000299

	
EL0849155874


	
2604

	
Raw Product Bins (1700)

	  	  
	
2609

	
Blue Snap Pea Totes (22,980)

	  	  
	
2610

	
Turbo 185 Ton Ice Maker

	
4000278

	
S09H0006001


	
2613

	
Tooling For 14x14 Tray - Haug

	
3001068A

	  
	
2614

	
Motorola WT4090 Scanners

	
3001177-1180

	
00258-00232-00252-00270


	
2615

	
Green Cauli/Crown Totes 2,728

	  	  
	
2616

	
H&C QX775D Tray Sealer

	
4000291

	  
	
2617

	
Cup/Petite Line Packoff

	
2000243

	  
	
2618

	
Plant Air Makeup System

	
4000279

	
9-366662


	
2619

	
VA Plant 3 Speed Doors

	
4000280-282

	
50438-50436-50437


	
2620

	
Utility Processing LIne

	  	  
	
2621

	
Cup/Petite Line Take

	
4000290

	  
	
2622

	
Cup/Petite Metal Detector

	  	  
	
2623

	
Cup/Petite Ink Jet Printer

	
4000289

	
BP163


	
2624

	
Cup/Petite Auto Labelers (2)

	  	  
	
2631

	
E5000 Cat Forklift Bin Dumper

	
2631

	
A4EC320288


	
2632

	
VFFS Indexer

	
4000288

	  
	
2633

	
Cat P6000-LP #38 Yard Bin Wash

	
2633

	
AT31F03886


	
2639

	
Ugrade Ice Plant Supp Structur

	  	  
	
2640

	
Ice Injector #2

	  	  
	
2641

	
Forklift RFID for iGPS Readers

	  	  
	
2643

	
Ice Injector

	
2000000A

	
960238


	
2644

	
4 Auto Broc Floret Machines

	  	  
	
2645

	
Engine RM Pwr Trans Switch

	  	  
	
2646

	
VA Plant Pwr Transf Switch

	  	  
	
2647

	
Cooler Pwr Transf Switch

	  	  
	
2648

	
Broc Floret & Cauli Machine

	  	  
	
2649

	
4 Spin Dryer Baskets

	  	  
	
2650

	
3 Butter Nut Peelers

	
270-271-272

	  
	
2651

	
3-Spin Dryers

	
4000161-2-4

	
267131-267132-267133


	
2652

	
Green Cauli Totes Green(4,100)

	  	  
	
2653

	
2 - Cooler Speed Doors

	  	  
	
2654

	
VA Loading Dock Speed Door

	  	  
	
2655

	
VA Plant Speed Door

	  	  
	
2656

	
Broc Optical Sorter

	
4000263/264

	
L5378067-06


	
2657

	
Co-Pack Tray Tables

	  	  
	
2658

	
Co-Pack Tray Labelers

	  	  
	
2659

	
Co-Pack Tray Ink Jet Printers

	  	
FA590 & FA594


	
2660

	
Co-Pack Tray Labeling Belt

	
4000261

	  
	
2662

	
Reyco System

	  	  





 



INITIALS DEBTOR:  /s/  GS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





9 OF 10











  






 


ANNEX A-1


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012


 



	
DEBTOR:

	
Apio, Inc.


	
SECURED PARTY:

	
GE Capital Commercial, Inc.


	
EQUIPMENT LOCATION:

	
4575 West Main Street, Guadalupe, CA 93434


	  	  	  	  
	
Asset #

	
Asset Description

	
Tag #

	
Serial Number


	  	  	  	  
	
2663

	
Co-Pack Wash Line Chiller

	
4000277

	  
	
2672

	
Macro Bins (Ivory) (685)

	  	  
	
2674

	
Low Temperature Incubator

	
3001181

	
WB71424186


	
2676

	
Bagger Thermal Printers (2)

	  	  
	
2681

	
Case Take-Away Conveyor

	  	  
	
2682

	
Tennent Scrubber T15-Rider

	
4000240

	
T15-17142


	
2683

	
Broccoli Floret Machines (12)

	  	  
	
2686

	
Cooler Evaporator Controls &

	  	  
	
2687

	
QA Paperless System

	  	  
	
2691

	
Forklift Attachment

	
4000116

	
112152


	
2722

	
Bagger Thermal Printers (8)

	  	  
	
2723

	
Scale VFFS Yamato Sigma

	  	  
	
2724

	
Bagger & Scale

	  	  
	
2725

	
Slaw Line Expanded Capacity

	  	  
	
2726

	
Incline Belting Bagger 1

	  	  
	
2728

	
Triple Drop Hoppers&Inclines

	  	  
	
2729

	
Support Frame for Bagger Scale

	  	  
	
2730

	
Trolley System Bagger

	  	  
	
2731

	
Take-Away & Packout

	  	  
	
2732

	
Metal Detector

	  	  
	
2733

	
Punch & Patch System

	  	  
	
2735

	
Peeler 1 (Squash) & 6 Upgrades

	  	  
	
2736

	
Macro Bins (Ivory) (1,352)

	  	  
	
2737

	
Celery Optical Sorter

	  	  
	
2738

	
Air Makeup System Expansion

	  	  
	
2740

	
Cooling Tag Scanners (3)

	  	  
	
2741

	
Punch & Patch Bagger

	  	  
	
2742

	
Plant Water Booster Pump Systm

	  	  
	
2743

	
Pressure Tunnel

	  	
#7ACV1105MCB


	
2744

	
Plant Air Evacuation System

	  	  
	
2746

	
Cauliflower Auto-Trim Line

	  	  
	
2750

	
Broccoli Auto-Floret Mchns (6)

	  	  
	
2752

	
Evaporator (Cooler)

	
AGHN 071.2H

	  





 



INITIALS DEBTOR:  /s/  GS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





10 OF 10











  






 



ANNEX A-2


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012


 





	
DEBTOR:

	
Apio, Inc.


	
SECURED PARTY:

	
GE Capital Commercial, Inc.


	
EQUIPMENT LOCATION:

	
12700 S. Dixie Highway, Bowling Green, OH 43402


	  	  	  	  
	
Asset Description

	
Manufacturer/Make

	
Model

	
Serial Number


	  	  	  	  
	
Bagger

	
Sandiacere

	
TG20 LD

	
3004


	
Scale

	
Ishida

	
W-S/60 WP

	
91/13305


	
Bag Printer

	
Markem

	
SmartDate 3i

	  
	
Scale Platform

	  	
2003

	  
	
Conveyor Platform

	  	
2004

	  
	
BG 69 In feed Shaker

	
FMC Allen

	
Syntron 2003

	
F72344 D009


	
Metal Detector

	
Loma

	
2007

	  
	
Turntable

	  	  	  
	
Box Printing conveyor

	
Lincoln Coder

	  	  
	
Pack off conveyor

	  	  	  
	
Labeler(s)

	
SATO

	
CL408e

	  
	  	  	  	  
	  	  	  	  
	
Bagger

	
Sandiacre

	
TG320LD

	
2710


	
Scale

	
Ishida

	
CCW.M.214W.S/70.WP

	
00/13049


	
Bag Printer

	
Makrem

	
SmartDate 3i

	  
	
BG 70 In feed Shaker

	
FMC Allen

	
Syntron 2003

	
F72344 D009


	
Pack off conveyor

	  	  	  
	
Turntable

	  	  	  
	
Metal Detector/ Box Printer

	
Eriez

	
Model V

	  
	
Labeler(s)

	
SATO

	
CL408e

	  
	  	  	  	  
	  	  	  	  
	
Bagger

	
Sandiacre

	
TG320LD

	
2655


	
Scale

	
Ishida

	
CCW.M.214W.S/70.WP

	
02/11878


	
Bag Printer

	
Makrem

	
SmartDate 3i

	  
	
BG 71 In feed Shaker

	
FMC Allen

	
Syntron 2003

	
F72344 D009


	
Pack off conveyor(s)

	  	  	  
	
Turntable

	  	  	  
	  	  	  	  
	  	  	  	  
	
Tote Box Dumper 1

	
MTC Corp

	
2006

	  
	
BG 1 Bin Veyor

	
MTC Corp

	
2006

	  
	
BG 3  Size Grader

	
Key Technology

	
Iso-Flo  431523-1

	
03-92490-1


	
Tote Box Dumper 2

	
MTC Corp

	
2006

	  
	
BG 4  Bin Veyor

	
MTC Corp

	
2006

	  
	
BG 6 Size Grader

	
Key Technology

	
Iso-Flo  431523-1

	
03-92490-2


	
BG 7 Scoop Belt

	
FMC Allen

	
2003

	
F72335D001


	
BG 8  Distribution Shaker

	
Key Technology

	
Iso Flo 418445-1

	
94-32108


	
BG 9 Conveyor 9 - BG 8 to 27

	  	  	  
	
BG 10 Snipper A Drive

	  	  	  
	
BG 11 Small UBR

	  	
2005

	  
	
BG 12 Conveyor UBR 1

	
Lakewood

	
2003

	  
	
BG 13 Conveyor UBR 2

	
Lakewood

	
2003

	  
	
BG 14 Conveyor A to 32

	  	  	  
	
BG 15 Snipper B

	  	
2004

	  
	
BG 16 Snipper D

	  	
2004

	  
	
BG 20 Snipper C

	  	
2004

	  
	
BG 21 Snipper E

	  	
2004

	  
	
BG 25 Conveyor A to C

	
AMCS

	
2003

	  
	
BG 27 Distribution Shaker D-3

	
FMC Allen

	  	  
	
BG 28 Snipper 1

	  	  	  
	
BG 29 Snipper 2

	  	  	  
	
BG 30 Snipper 3

	  	  	  
	
BG 31 Conveyor 1-E

	  	  	  
	
BG 32 Conveyor F-J

	  	  	  
	
BG 33 Conveyor 8 to 34

	  	  	  
	
BG 34 Distribution Shaker F-J

	
Meyer

	
VF11-18-6

	
1217


	
BG 35 Snipper F

	  	
2004

	  
	
BG 36 Snipper G

	  	
2004

	  
	
BG 37 Conveyor Incline

	  	  	  





 



INITIALS DEBTOR:  /s/  GS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





1 OF 4











  






 



ANNEX A-2


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012


 





	
DEBTOR:

	
Apio, Inc.


	
SECURED PARTY:

	
GE Capital Commercial, Inc.


	
EQUIPMENT LOCATION:

	
12700 S. Dixie Highway, Bowling Green, OH 43402


	  	  	  	  
	
Asset Description

	
Manufacturer/Make

	
Model

	
Serial Number


	  	  	  	  
	
BG 38 Snipper H

	  	
2004

	  
	
BG 39 Snipper J

	
Hughes

	  	  
	
BG 40 Size Grader

	
Key Technology

	
Iso Flo  431487

	  
	
BG 41 Conveyor 41 - Scoop

	
FMC Allen

	
2003

	
F72335D002


	
Tegra 1 Feed Shaker

	
Key Technology

	
2003

	
03-92498


	
Tegra 1 Sorter

	
Key Technology

	
2003

	
03-92498


	
BG 42 Conveyor Tegra 1

	
Lakewood

	
2003

	  
	
BG 43 Conveyor Incline

	
Lakewood

	
2003

	  
	
Tegra 2 Feed Shaker

	
Key Technology

	
Tegra

	
03-92497


	
Tegra 2 Sorter

	
Key Technology

	
Tegra

	
03-92497


	
BG 45 Reject Shaker Tegra 2

	
Key Technology

	
Tegra

	
03-92497


	
BG 46 Conveyor Incline

	
Key Technology

	
Tegra

	
03-92497


	
BG 47 Conveyor

	  	  	  
	
BG 48 Conveyo-Tegra 2

	
Lakewood

	
2003

	  
	
BG 49 Conveyor Incline

	
Lakewood

	
2003

	  
	
BG 50 Distribution Shaker

	
Key Technology

	
Iso-Flo   417253-1

	
93-27641


	
BG 51 Grading Table

	
Lakewood

	
2003

	  
	
BG 52 Grading Table

	
Lakewood

	
2003

	  
	
BG 53 Grading Table

	
Lakewood

	
2003

	  
	
BG 54 Conveyor 51 Return

	
Lakewood

	
2003

	  
	
Rework Hopper

	
FMC Allen

	
2003

	
F72344D010


	
BG 55 Conveyor 52 Return

	
Lakewood

	
2003

	  
	
BG 56 Conveyor 53 Return

	
Lakewood

	
2003

	  
	
BG 57 Conveyor Cull Return

	
Lakewood

	
2003

	  
	
BG 58 Conveyor 51-53

	
Lakewood

	
2003

	  
	
BG 59 Conveyor Lyco Incline

	
Lakewood

	
2003

	  
	
BG 60 Lyco Washer

	
Lyco

	
60' X 8' Cooler

	
RDB 0903-32800


	
Chiller 1 Lyco Compressor

	
Bohn

	  	  
	
Chiller 1 Heat exchanger

	
Chester Jensen

	  	  
	
Chiller 1 Pump

	
Tri Clover

	  	  
	
BG 61 Drying Belt

	  	  	  
	
Blower Main Line

	
Republic

	
1200

	  
	
BG 62 Scoop Belt

	
FMC Allen

	
2003

	
F72344D003


	
Magnet

	
Eriez

	  	  
	
BG 63 Incline

	  	  	  
	
BG 64 Shaker with Gate

	
FMC Allen

	
2003

	
F72344D005


	
BG 65 Shaker with Gate

	
FMC Allen

	
2003

	
F72344D006


	
BG 66 Shaker with Gate

	
FMC Allen

	
2003

	
F72344D007


	
BG 67 Shaker with Gate

	
FMC Allen

	
2003

	
F72344D007


	
Chiller 3 Compressor

	
Bohn

	  	  
	
Chiller 3 Process Water in

	
Chester Jensen

	  	  
	
Chiller 3 Pump

	
Tri Clover

	  	  
	
Process Water Pump

	
Tri Clover

	  	  
	
Chiller 4 Process water Tank

	  	  	  
	
Process Water Tank

	  	  	  
	  	  	  	  
	  	  	  	  
	
Tote Box Dumper 3

	
MTC Corp

	
2006

	  
	
BG 101 Binveyor

	
MTC Corp

	
2006

	  
	
BG 103 Conveyor

	
Lakewood

	
2003

	  
	
BG 104 Conveyor

	
Lakewood

	
2003

	  
	
BG 105 Conveyor

	
Lakewood

	
2003

	  
	
BG 106 Incline

	
AMCS

	
2003

	  
	
BG 107 Distribution Shaker

	  	  	  
	
BG 108 Alt Snipper 1

	  	
2011

	  
	
BG 109 Alt Snipper 2

	  	
2005

	  
	
BG 110 Alt Snipper 3

	  	
2005

	  
	
BG 111 Alt Snipper 4

	  	
2011

	  
	
BG 112 Conveyor 1-4

	  	
2011

	  
	
BG 113 Conveyor Tegra 1

	  	  	  





 



INITIALS DEBTOR:  /s/  GS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





2 OF 4











  






 


ANNEX A-2


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012


 



	
DEBTOR:

	
Apio, Inc.


	
SECURED PARTY:

	
GE Capital Commercial, Inc.


	
EQUIPMENT LOCATION:

	
12700 S. Dixie Highway, Bowling Green, OH 43402


	  	  	  	  
	
Asset Description

	
Manufacturer/Make

	
Model

	
Serial Number


	  	  	  	  
	
BG 114 Conveyor

	  	  	  
	
BG 115 Conveyor Incline

	  	  	  
	
BG 117 Grading Table

	
Lakewood

	
2003

	  
	
BG 118 Conveyor

	
Lakewood

	
2003

	  
	
BG 119 Conveyor Incline

	
Lakewood

	
2003

	  
	
BG 120 Lyco Washer

	
Lyco

	
60' X 4' Cooler

	
RDB 0903-32801


	
Chiller 2 Compressor

	
Bohn

	  	  
	
Chiller 2 Heat Exchanger

	
Chester Jensen

	  	  
	
BG 121 Drying Belt

	  	
2011

	  
	
Blower Alt Line

	
Republic

	
1200

	  
	
BG 122 Scoop Belt

	
FMC Allen

	
2003

	
F72344D004


	
Magnet

	
Eriez

	  	  
	
BG 123 Conveyor Incline

	  	  	  
	
BG 124 Hopper Shaker

	
FMC Allen

	
2003

	
F72344D010


	
BG 126 Incline with Gate

	
FMC Allen

	
2003

	
F72344D011


	
BG 127 Shaker with Gate

	
FMC Allen

	
2003

	
F72344D008


	
BG 128 Shaker with Gate

	
FMC Allen

	
2003

	
F72344D008


	  	  	  	  
	  	  	  	  
	
BG 151 Conveyor Tegra 2

	
Lakewood

	
2003

	  
	
BG 152 Cull Grading

	
Lakewood

	
2003

	  
	
BG 153 Conveyor

	
Lakewood

	
2003

	  
	
BG 154 Reject Shaker T egra 1

	
FMC Allen

	  	  
	
BG 155 Conveyor

	
Lakewood

	
2003

	  
	
BG 156 Conveyor

	
AMCS

	
2003

	  
	
BG 157 Conveyor

	  	  	  
	
BG 158 Conveyor

	  	  	  
	
BG 159 Conveyor Incline

	
Lakewood

	
2003

	  
	
BG 162 Incline to UBR

	  	  	  
	
BG 163 Conveyor UBR out

	  	  	  
	  	  	  	  
	  	  	  	  
	
BL 3 Conveyor Truck inlet

	  	  	  
	
BL 4 Incline Conveyor

	  	  	  
	
BL  7 Bin Veyor

	  	  	  
	
BL 8 Shaker

	
Key Technology

	  	  
	
BL 9 Incline

	  	  	  
	
BL 10 Shaker

	
FMC Allen

	  	  
	
BL 11 Blower

	
FMC Allen

	  	  
	
BL 12 Conveyor

	  	  	  
	
BL 13 Size Grader

	
FMC Allen

	  	  
	
BL 14 Conveyor Under 13

	  	  	  
	
BL 15 Sizew Grader

	
Key Technology

	  	  
	
BL16 Conveyor under 15

	  	  	  
	
BL 17 Conveyor Under 15

	  	  	  
	
BL 18 Conveyor Incline

	  	  	  
	
BL 19 Distributiohn Shaker

	
Commercial

	  	  
	
Bl 20 Grading Table 1

	  	  	  
	
Bl 21 Grading Table 2

	  	  	  
	
Bl 22 Grading Table 3

	  	  	  
	
BL 23 Grading Table 4

	  	  	  
	
BL 24 Grading Table 5

	  	
2007

	  
	
BL 25 Conveyor 20-24

	  	  	  
	
BL 26 Incline Conveyor

	  	  	  
	
BL 27 Pump

	  	  	  
	
BL Flume Tank

	  	  	  
	
BL 28 Flume Incline

	  	  	  
	
Tank chiller 1

	
Bohn

	
25 Hp

	  
	
Tank chiller 2

	
Bohn

	
20 Hp

	  
	
Water Storage Tank

	  	  	  





 



INITIALS DEBTOR:  /s/  GS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





3 OF 4











  






 


ANNEX A-2


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012


 



	
DEBTOR:

	
Apio, Inc.


	
SECURED PARTY:

	
GE Capital Commercial, Inc.


	
EQUIPMENT LOCATION:

	
12700 S. Dixie Highway, Bowling Green, OH 43402


	  	  	  	  
	
Asset Description

	
Manufacturer/Make

	
Model

	
Serial Number


	  	  	  	  
	
Storage Tank Chiller

	
Filtrine

	
5 Hp

	  
	
BL 29 Shaker

	
Key Technology

	  	  
	
BL 30 Drying Belt

	
Reyco

	  	  
	
BL 31 Blower

	
Reyco

	
25 Hp

	  
	
BL 32  Blower Filter

	
Reyco

	  	  
	
BL 33 Incline to Dry Room

	  	  	  
	
BL 34 Pump

	  	  	  
	
BL 35 Pump

	  	  	  
	
BL Pivot Chute

	  	
2007

	  
	
700 - Totes folding

	  	  	  
	
Compressor 1

	
Comp Air

	
100 Hp

	  
	
Compressor 2

	
Atlas Copco

	
60 Hp

	  
	
Compressor 3

	
Atlas Copco

	
60 Hp

	  
	
Air Dryer

	
Domminick Hunter

	  	  
	
Air Tank Vetical

	
Gal Air

	
600

	  
	
Air Tank Horizontal

	
Gal Air

	
200

	  
	
ORP System Main Line

	
Pulse Instruments

	  	  
	
ORP System Alternate Line

	
Pulse Instruments

	  	  
	
Control Panel

	
Square D

	  	  
	
Power Factor Unit

	
Square D

	  	  
	
Floor Scale 1

	  	  	  
	
Floor Scale 2

	  	  	  
	
Floor Scale 3

	  	  	  
	
Battery Charger

	
Raymond

	  	  
	
Battery Charging statioin

	
Toyota

	  	  
	
Water & Septic Pumps

	  	  	  
	
Baler

	  	  	  
	
Trash Compactor

	  	  	  
	
Racking

	  	  	  
	
Floor Scrubber

	
Tennant

	
5700

	  
	
Freezer

	  	  	  
	
Dock 1 Plate & Enclosure

	
McCormick

	  	  
	
Dock 2 Plate & Enclosure

	
McCormick

	  	  
	
Dock 3 Plate & Enclosure

	
McCormick

	  	  
	
Time Clock

	  	  	  
	
Electrical Transformer 1

	  	  	  
	
Electrical Transformer 2

	  	  	  
	
Electrical Transformer 3

	  	  	  
	
Electrical Transformer 4

	  	  	  
	
Electrical Transformer 5

	  	  	  
	  	  	  	  
	  	  	  	  
	
Office Equipment

	  	  	  
	  	  	  	  
	
Big Jack Bean Harvestor 120 "

	  	  	  
	
Kubota Tractor

	  	  	  
	
Pixall Big Jack

	  	  	  
	
Pixall Big Jack

	  	  	  
	
1996 Pixall Big Jack

	  	  	  
	
Trailer

	  	  	  
	
Trailer

	  	  	  
	
Trailer

	  	  	  
	
Trailer #5, install conveyor

	  	  	  
	
1987 Ford Dump Truck

	  	  	  
	
2006 Dodge Ram 4x4

	  	  	  





 



INITIALS DEBTOR:  /s/  GS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





4 OF 4











  






 


ANNEX A-3


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012


 



	
DEBTOR:

	
Apio, Inc.

	  
	
SECURED PARTY:

	
GE Capital Commercial, Inc.

	  
	
EQUIPMENT LOCATION:

	
26 Industrial Drive, Hanover, PA  17331

	  
	  	  	  	  
	
Asset Description

	
Manufacturer/Make

	
Model

	
Serial Number


	  	  	  	  
	
Bagger

	
Sandiacere

	
TG20 LD

	
X87857


	
Scale

	
Yamato

	
ADW-714SWH

	
WG000730


	
Bag Printer

	
Markem

	
SmartDate 3i

	
7775292


	
Scale Platform

	  	
2003

	  
	
Transfer Belt

	  	
2008

	  
	
Metal Detector

	
Fortress

	
Phantom

	  
	
Turntable

	  	  	  
	
Box Printing conveyor

	
Loveshaw

	
MICROJET III B

	
1705127-218B


	
Labeler(s)

	
SATO

	
CL408e

	
9M030149


	
Label winder

	
Label Acessories Inc.

	
GLR-100

	
RC790016


	  	  	  	  
	
Bagger

	
Sandiacre

	
TG320LD

	
X87897


	
Scale

	
Yamato

	
ADW-714SV

	
MA87894/WG070531


	
Bag Printer

	
Makrem

	
SmartDate 3i

	
7775011


	
Metal Detector/

	
Fortress

	
Phantom

	  
	
Turntable

	  	  	  
	
Box Printing conveyor

	
Loveshaw

	
MICROJET III B

	
B805501-218B


	
Labeler(s)

	
SATO

	
CL408e

	
7G03537


	  	  	  	  
	
Tote Box Dumper 1

	
D & E Farms

	  	  
	
EvenFeeder

	
D & E Farms

	  	  
	
#3  Conveyor

	
D & E Farms

	  	  
	
#4 Incline Conveyor

	
D & E Farms

	  	  
	
Magnet

	
Eriez

	  	  
	
#5  Distribution Shaker

	
D & E Farms

	  	  
	
#6 Snipper 1

	
D & E Farms

	  	  
	
#7 Snipper 2

	
D & E Farms

	  	  
	
#8 Snipper 3

	
D & E Farms

	  	  
	
#9 Snipper 4

	
D & E Farms

	  	  
	
#10 Snipper 5

	
D & E Farms

	  	  
	
#11 Snipper 6

	  	
2012

	  
	
#12 Snipper 7

	
D & E Farms

	  	  
	
#13 Snipper 8

	
D & E Farms

	  	  
	
4 Pumps

	  	  	  
	
Heat Exchanger 2

	  	  	  
	
Trough and Flume Tank

	
D & E Farms

	  	  
	
#30 Incline From Flume

	
D & E Farms

	  	  
	
Air Blower

	  	  	  
	
Water Separator

	
D & E Farms

	  	  
	
#31 Incline Conveyor

	
D & E Farms

	  	  
	
#32 Distribution Shaker

	
D & E Farms

	  	  
	
#33 UBR 1

	
D & E Farms

	  	  
	
#34 UBR 2

	
D & E Farms

	  	  
	
#37 Size Grader

	
D & E Farms

	  	  
	
#38 Size Grader

	
D & E Farms

	  	  
	
#39 Grading Table 1

	
D & E Farms

	  	  
	
#40 Grading Table 2

	
D & E Farms

	  	  
	
#43 Transfer Belt

	
D & E Farms

	  	  
	
#44 Scoop Belt

	
D & E Farms

	  	  



 



INITIALS DEBTOR:  /s/  GS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





1 OF 2











  






 



ANNEX A-3


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012




 


	
DEBTOR:

	
Apio, Inc.

	  	  
	
SECURED PARTY:

	
GE Capital Commercial, Inc.

	  	  
	
EQUIPMENT LOCATION :

	
26 Industrial Drive, Hanover, PA 17331

	  
	  	  	  	  
	
Asset Description

	
Manufacturer/Make

	
Model

	
Serial Number


	  	  	  	  
	
#45 Shaker Conveyor

	
D & E Farms

	  	  
	
#46 Drying Belt 1

	
D & E Farms

	  	  
	
#47 Drying Belt 2

	
D & E Farms

	  	  
	
#48 Drying Belt 3

	
D & E Farms

	  	  
	
#49 Shaker Conveyor

	
Commercial

	
Iso-Flo

	  
	
#50 UV Incline Belt

	
D & E Farms

	  	  
	
UV Lights

	
Reyco

	  	  
	
#52 Shaker with Gate

	
Key Technology

	
Iso-Flo

	  
	
#53 Side Shoot Conveyor

	
D & E Farms

	  	  
	
#53A Transfer Conveyor

	
D & E Farms

	  	  
	
#54 Conveyor

	
D & E Farms

	  	  
	
Tote Box Dumper 2

	
D & E Farms

	  	  
	
#55 EvenFeeder

	
D & E Farms

	  	  
	
#56 Incline Conveyor

	
D & E Farms

	  	  
	
#57 Conveyor

	
D & E Farms

	  	  
	  	  	  	  
	  	  	  	  
	
Compressor 1

	
Quincy QT10

	
QT10VT00012

	
20070922-0016


	
Compressor 2

	
Quincy QT15

	
QT15

	
QU1105100023


	
Air Dryer

	
PARKER

	
TW055-A1-JCE

	
110501934


	
Air Dryer

	
PARKER

	
TW40

	
80300134


	
ORP System Main Line

	
Pulse Instruments

	  	  
	
Floor Scale 1

	
METTLER TOLEDO

	
XIF

	
00451046DK


	
Drain Water Screen

	  	  	  
	
Baler

	  	  	  
	
Pallet Wrapper

	
PHOENIX

	
PRTL2150

	
7091696


	
Push Back Racking

	  	  	  
	
Racking

	  	  	  
	
Floor Scrubber

	
Advance

	  	  
	
Freezer

	  	  	  
	
Dock 1 Plate & Enclosure

	
SERCO

	  	  
	
Dock 2 Plate & Enclosure

	
SERCO

	  	  
	
Dock 3 Plate & Enclosure

	
SERCO

	  	  
	
Time Clock

	  	  	  
	
Pallet Jack #1

	
Toyota

	
7HBW23

	
34558


	
Pallet Jack #2

	
Toyota

	
7HBW23

	
34559


	
Office Equipment

	  	  	  
	
Truck Scale

	
Fairbanks

	
120 ton cap

	
PIT 6020-HVA09


	
300 - Totes folding est.

	  	  	  
	  	  	  	  
	
Forming Tube

	  	
Retail 12 oz

	  
	
Forming Tube

	  	
Retail 12 oz

	  
	
Forming Tube

	  	
Retail 32 oz

	  
	
Forming Tube

	  	
Retail 32 oz

	  
	
Forming Tube

	  	
Food Service/ 5 lb

	  





 



INITIALS DEBTOR:  /s/  GS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





2 OF 2











  






 



ANNEX A-4


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012




 



	
DEBTOR:

	
Apio, Inc.

	  	  
	
SECURED PARTY:

	
GE Capital Commercial, Inc.

	  	  
	
EQUIPMENT LOCATION :

	
7909 S. Crossway Drive, Pico Rivera, CA 90660

	  
	  	  	  	  
	
Asset Description

	
Manufacturer/Make

	
Model

	
Serial Number


	  	  	  	  
	
Bagger

	
Line Equipment

	
LE360

	
60645


	
Scale

	
Ishida

	
CCW-R

	
P2966927


	
Bag Printer

	
Markem - Imaje

	
Smartdate 3i

	
GP1081141


	
Mezzanine

	  	  	  
	
Metal Detector

	
Eriez

	
Model V

	
123938


	
In feed / incline conveyor(s)

	  	  	  
	
Out feed conveyor(s)

	  	  	  
	
Turntable

	  	  	  
	
Pack off conveyor(s)

	  	  	  
	
Box Printer

	
Lincoln Coder

	
50-R

	  
	
Labeler(s)

	
SATO

	
CL408e

	
OAO30191


	  	  	  	  
	  	  	  	  
	
Bagger

	
Line Equipment

	
LE360

	
69090


	
Scale

	
Ishida

	
CCW-RZ

	  
	
Bag Printer

	
Markem - Imaje

	
Smartdate 3i

	
GP1081125


	
Mezzanine

	  	  	  
	
Metal Detector

	
Advanced Detection

	  	
1200


	
Transfer conveyor

	  	  	  
	
Out feed conveyor(s)

	  	  	  
	
Turntable

	
Smalley

	  	
9686-01


	
Box Printer Conveyor

	
Laughlin Corporation

	  	  
	
Labeler(s)

	
SATO

	
CL408e

	
OAO30096


	  	  	  	  
	  	  	  	  
	
Tote Bin Dumper

	  	  	  
	
Binveyor

	  	
2007

	  
	
Incline Conveyor

	  	  	  
	
Distribution shaker

	
Key Technology

	
S1043492

	
445538-03611


	
Snipper 1

	  	
2011

	  
	
Transfer Conveyor 1

	  	
2011

	  
	
Snipper 2

	  	
2006

	  
	
UBR 1

	  	  	  
	
Snipper 3

	  	
2006

	  
	
UBR 2

	  	  	  
	
Snipper 4

	  	
2006

	  
	
UBR 3

	  	  	  
	
Snipper 5

	  	
2006

	  
	
UBR 4

	  	  	  
	
Snipper 6

	  	
2011

	  
	
Transfer Belt 2

	  	
2011

	  
	
Rework Belt

	  	  	  
	
Flume Tank

	  	  	  
	
Incline out of Flume

	  	
2010

	  
	
VST Sorter

	  	  	  
	
Grading Table 1

	  	
2011

	  
	
Grading Table 2

	  	
2011

	  
	
Chiller

	
Trenton Refrigeration

	
4 DA3 R18 MET

	
CCK0814365


	
Chiller coil

	  	  	  



 



INITIALS DEBTOR:  /s/  GS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





1 OF 2











  






 



ANNEX A-4


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012




 


	
DEBTOR:

	
Apio, Inc.

	  	  
	
SECURED PARTY:

	
GE Capital Commercial, Inc.

	  	  
	
EQUIPMENT LOCATION :

	
7909 S. Crossway Drive, Pico Rivera, CA 90660

	  
	  	  	  	  
	
Asset Description

	
Manufacturer/Make

	
Model

	
Serial Number


	  	  	  	  
	
Water Pump

	
AMT

	
4909-9B

	
1626-312


	
Blower

	
Republic

	
RB1200HC

	
40405773


	
Water Filter System

	
Rosedale Products

	
MC8-30-2P

	
236273


	  	  	  	  
	  	  	  	  
	
Battery Charger for Fork Lift

	
Flex200

	
FLX20018865T1H

	
07N1108M


	
Battery Charger for Fork Lift

	
Silver Star

	
18-750FRT

	
307PP10618


	
Air Compressor 1

	
Ingersol Rand

	
2475N7.5

	
611290020


	
Air Compressor 2

	
FS Curtis

	
E71V  and VT12-A3

	
EA101067 24XR68


	
Air Dryer

	
Gardner Denver

	
RNC100A1

	  
	
Floor Scale #1

	
U Line

	
5000 lb

	  
	
Floor Scale #2

	
U Line

	
5000 lb

	  
	
Pallet Jack #1

	
Toyota

	  	  
	
Pallet Jack #2

	
Toyota

	  	  
	
Pallet Jack #3

	
Crown

	  	  
	
Pallet Jack #4

	
Crown

	  	  
	
Office Equipment

	  	  	  
	  	  	  	  
	  	  	  	  
	
Foamer

	
Chemco

	  	  
	
Forming Tube

	  	
Retail 12 oz

	  
	
Forming Tube

	  	
Retail 12 oz

	  
	
Forming Tube

	  	
Retail 12 oz

	  
	
Forming Tube

	  	
Retail 32 oz

	  
	
Forming Tube

	  	
Food Service/ 5 lb

	  





 



INITIALS DEBTOR:  /s/  GS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





2 OF 2











  






 


ANNEX A-5


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012


 



	
DEBTOR:

	
Apio, Inc.

	  	  
	
SECURED PARTY:

	
GE Capital Commercial, Inc.

	  	  
	
EQUIPMENT LOCATION :

	
9095 17th Place, Vero Beach, FL  32966

	  	  
	  	  	  	  
	
Asset Description

	
Manufacturer/Make

	
Model

	
Serial Number

	
Location


	  	  	  	  	  
	
Bagger

	
Sandiacre

	
TG320 LD

	
2786

	
Packing Room


	
Scale

	
Yamato

	
ADW-714SWH

	
WG980796

	
Packing Room


	
Bag Printer

	
Markem

	
SmartDate 3i

	  	
Packing Room


	
Mezzanine

	  	  	  	
Packing Room


	
Metal Detector

	
Advanced Detection

	  	  	
Packing Room


	
In feed incline conveyor

	  	  	  	
Packing Room


	
Transfer Conveyor

	  	  	  	
Packing Room


	
Out feed conveyor

	  	  	  	
Packing Room


	
Metal Detector

	
Advanced Detection

	  	  	
Packing Room


	
Turntable

	  	  	  	
Packing Room


	
Box Printing conveyor

	
Lincoln Coder

	  	  	
Packing Room


	
Labeler

	
SATO

	
CL408e

	  	
office


	  	  	  	  	  
	  	  	  	  	  
	
Tote Box Dumper

	
MTC Corp

	  	  	
Grading Room


	
BinVeyor

	
Key Technology

	  	  	
Grading Room


	
Collection Conveyor

	  	  	  	
Grading Room


	
Incline Conveyor

	  	  	  	
Grading Room


	
Distrubution Shaker

	
Key Technology

	
Iso Flo 434026-1

	
2005 Green Glen

	
Grading Room


	
Snipper 1

	  	
2006

	  	
Grading Room


	
UBR 1

	  	
2011

	  	
Grading Room


	
Snipper 2

	  	
2006

	  	
Grading Room


	
UBR 2

	  	
2011

	  	
Grading Room


	
Snipper 3

	  	
2006

	  	
Grading Room


	
UBR 3

	  	
2011

	  	
Grading Room


	
Snipper 4

	  	
2006

	  	
Grading Room


	
UBR 4

	  	
2012

	  	
Grading Room


	
Flume Water Pump

	  	  	  	
Grading Room


	
Rework Conveyor

	
Lakewood

	  	  	
Grading Room


	
Flume Tank

	  	  	  	
Grading Room


	
Incline out of Flume

	  	  	  	
Grading Room


	
VST Sorter

	  	  	  	
Grading Room


	
Grading Table

	  	  	  	
Grading Room


	
Chiller Compressor

	
Bohn

	
20 Hp

	  	
West side of Building


	
Chiller Coil

	  	
2010

	  	
West Side of Building


	
Blower

	  	
7.5Hp

	  	
Grading Room


	
Water Tank & Stand

	  	
800 Gallon

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Fork Truck 1

	
Toyota

	
7FBEU15

	
114766

	
Warehouse


	
Fork Truck 2

	
Toyota

	
7FBEU15

	
61596

	
Warehouse


	
Battery Charger

	
Toyota

	  	  	
Warehouse


	
Battery Charger

	
Toyota

	  	  	
Warehouse


	
Floor Scale

	
5000 #

	
GSE 350

	  	
Warehouse


	
Floor Scrubber

	
American-Lincoln

	  	  	
Warehouse


	
Air Compressor

	
Ingersol Rand

	
15 Hp

	  	
East outide of building


	
Air Dryer

	  	  	  	
Outside of Building


	
Product Racks

	  	  	  	
Finish Cooler


	
Film Racks

	  	  	  	
South Packing Room


	
Office Equipment

	  	  	  	
Offices


	  	  	  	  	  
	  	  	  	  	  
	
Forming Tube

	  	
Retail 12 oz

	  	
South Packing Room


	
Forming Tube

	  	
Retail 32 oz

	  	
South Packing Room


	
Forming Tube

	  	
Food Service/ 5 lb

	  	
South Packing Room


	
Sanitation Foamer

	  	  	  	
South Packing Room







 



INITIALS DEBTOR:  /s/  GS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





1 OF 1











  






 


Exhibit C to Loan Agreement (Real Estate)


 


FORM OF CERTIFICATE OF CHIEF FINANCIAL OFFICER


 


I, the undersigned, hereby certify that I am the duly qualified and acting chief financial officer of Landec Corporation (“Landec”) and, with respect to Section [6.01(a)/6.01(b)] of the Loan Agreement dated as of April 23, 2012 (the “Agreement”) by and between Borrowers named therein and General Electric Capital Corporation, as lender and as collateral agent, that:


 


1.           The attached financial statements have been prepared in accordance with GAAP.


 


2.           I have no knowledge of any Default or Event of Default under the Agreement.


 







 


Dated: _________ __, 20__.


 




	Landec:   	LANDEC CORPORATION	 
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	Title: 	Chief Financial Officer	 
	 	Date:  	 	 







                                                             




  





  











  






                                                                                                                                                    


SCHEDULE (IV)(H)







LIST OF GREENLINE PERMITS







Bowling Green, OH



	
  

	
·

	
The Company will assess whether a wastewater discharge permit is needed from Northwest Water and Sewer District after the complete consummation of the acquisition.  If a wastewater discharge permit is required, a permit will be obtained.








	
  

	
·

	
The Company will register the facility’s septic system with the State or USEPA regional Underground Injection Control Program.








	
  

	
·

	
The Company will register the drinking water well at the facility with the Ohio Department of Natural Resources Division of Soil and Water Resources.












Vero Beach, FL


The Company will register its septic system with the State or USEPA regional Underground Injection Control Program.









  





  











  











SCHEDULE (IV)(K)







LIST OF UNPAID TAXES







The former consolidated group of which GreenLine Foods and GreenLine SC was a part did not file franchise/income tax returns in Michigan and Texas for the years 2006-2011.


 




  





  











  






 


SCHEDULE 5.03







LIST OF BORROWERS’ CHIEF EXECUTIVE OFFICES AND PRINCIPAL EXECUTIVE OFFICES








	
Apio, Inc.

	
4575 W. Main St. Guadalupe, CA 93434 (Chief Executive Office)


	
Apio, Inc.

	
P.O. Box 727, Guadalupe, California 93434 (Principal Mailing Address)


	
Cal Ex Trading Company

	
4575 W. Main St. Guadalupe, CA 93434 (Chief Executive Office and Principal Mailing Address)


	
GreenLine Entities

	
8600 S. Wilkinson Way, Suite G, Perrysburg, OH 43551(Principal Mailing Address)