This FIRST AMENDMENT AGREEMENT, dated as of August 28, 2008 (this “Agreement”), is between
the parties to that certain Business Loan Agreement, dated as of October 15, 2007 (as amended, the “Business
Loan Agreement”), between CALAVO GROWERS, INC. (“Borrower”) and BANK OF AMERICA, N.A.
In consideration of the premises and the covenants herein contained, the parties hereto agree as follows:
Section 1. Definitions . Terms defined in the Business Loan Agreement are used herein with the same
meanings unless otherwise specifically defined herein.
Section 2. Amendments to the Business Loan Agreement . The Business Loan Agreement is hereby amended:
(d) Liabilities, lines of credit and leases in existence on the date of this Agreement disclosed in writing
to the Bank, including that certain $20,000,000 line of credit with Cooperative Bank, which line of credit
may be increased to $30,000,000 and which shall be on terms no more restrictive on the Borrower than
the terms of this Agreement.
(d) Additional purchase money security interests in assets acquired after the date of this Agreement, if
the total principal amount of debts secured by such liens does not exceed $1,625,000 (including the
capital lease to expand the warehouse and ProRipe facilities in New Jersey).
(b) Acquire or purchase a business or its assets, except that the Borrower may acquire the Hawaiian
papaya operation and certain related real property owned by Lee Cole for a total consideration not
Section 3. Limited Waiver . Bank hereby waives any events of default under the Business Loan Agreement
existing on the Effective Date resulting from Borrower’s failure to comply with the Business Loan Agreement to
the extent that such events of default are no longer continuing after giving effect to the amendments set forth in
Section 2 of this Agreement.
Section 4. Effect . Except as specifically set forth herein, this Agreement does not li