THIS AGREEMENT is entered into as of December 17, 1996, by and between ANDREW AND
WILLIAMSON SALES, CO., a California corporation ("Borrower"), and WELLS FARGO BANK,
NATIONAL ASSOCIATION ("Bank").
Borrower has requested from Bank the credit accommodations described below (each, a "Credit" and
collectively, the "Credits"), and Bank has agreed to provide the Credits to Borrower on the terms and conditions
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Bank and Borrower hereby agree as follows:
SECTION 1.1. LINE OF CREDIT.
(a) Line of Credit. Subject to the terms and conditions of this Agreement, Bank hereby agrees to make advances
to Borrower from time to time up to and including February 5, 1998, not to exceed at any time the aggregate
principal amount of Six Million Five Hundred Thousand Dollars ($6,500,000.00) ("Line of Credit"), the proceeds
of which shall be used to finance working capital. Borrower's obligation to repay advances under the Line of
Credit shall be evidenced by a promissory note substantially in the form of Exhibit A attached hereto ("Line of
Credit Note"), all terms of which are incorporated herein by this reference.
(b) Limitation on Borrowings. Outstanding borrowings under the Line of Credit, to a maximum of the principal
amount set forth above, shall not at any time exceed an aggregate of ninety percent (90%) of Borrower's eligible
accounts receivable less grower payables, plus fifty percent (50%) of the value of Borrower's eligible inventory
(exclusive of work in process and inventory which is obsolete, unsaleable or damaged), with inventory defined as
processed fruit and produce and with value defined as the lower of cost or market value.
All of the foregoing shall be determined by Bank upon receipt and review of all collateral reports required
hereunder and such other documents and collateral information as Bank may from time to tim