COFFEE HOLDING CO., INC. (NASDAQ:JVA) Files An 8-K Entry into a Material Definitive Agreement

COFFEE HOLDING CO., INC. (NASDAQ:JVA) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01

Entry into a Material Definitive Agreement.

Loan Agreement

On April 25, 2017 Coffee Holding Co., Inc. (the Company)
and its wholly owned subsidiary Organic Products Trading Company
LLC (OPTCO, and together with the Company the
Borrowers ) entered into an Amended and Restated Loan and
Security Agreement (the Loan Agreement) with Sterling
National Bank (Lender) which consolidated that certain
Loan and Security Agreement, dated February 17, 2009, entered
into by and between the Company and Lender, as amended on March
10, 2015 (the Company Financing Agreement) and that
certain Loan and Security Agreement, dated March 10, 2015,
entered into by and between Lender, OPTCO and the Company (as
Entity Guarantor) (the OPTCO Financing Agreement, and
together with the Company Financing Agreement, the Financing
Agreements
).

to the Loan Agreement, the terms of each of the Company Financing
Agreement and the OPTCO Financing Agreement were amended and
restated to, among other things: (i) provide for a new Maturity
Date of February 28, 2018; (ii) consolidate the principal amounts
of the Financing Agreements to provide for a maximum principal
amount limit of $12,000,000 (the Loan Facility Amount) for
the Borrowers, collectively, provided that OPTCO is
limited to a $3,000,000 maximum principal amount sublimit; (iii)
expand the borrowing base to include, along with 85% of eligible
accounts receivable, up to the lesser of $2,000,000 as to the
Company and $1,500,000 as to OPTCO; (iv) effective March 1, 2017,
converted the interest rate on the average unpaid balance of the
Loan Facility Amount from an interest rate per annum equal to the
Wall Street Journal Prime Rate to an interest rate per annum
equal to the sum of the LIBOR rate plus 2.4%; (v) require the
Company and OPTCO to pay, collectively, upon the occurrence of
certain termination events, a prepayment premium of 1.0% (as
opposed to the 0.5% under the OPTCO Financing Agreement) of the
maximum amount of the Loan Facility Amount in effect as of the
date of the termination event; (vi) eliminate the overadvance
fee; and (vii) establish a Letter of Credit Facility (as defined
in the Loan Agreement) with a maximum obligation amount of
$1,000,000, and subject to other terms and conditions described
therein.

The Loan Agreement contains covenants, subject to certain
exceptions, that place restrictions on the Borrowers operations,
including covenants relating to indebtedness, minimum deposit
restrictions, tangible net worth, leverage, employee loan
restrictions, dividend and repurchase restrictions and
restrictions on intercompany transactions. The Loan Agreement
also requires that the Borrowers, on a consolidated basis,
maintain a minimum working capital at all times and achieve a
minimum net profit amount as of fiscal year end during the term
of the Loan Agreement.

Other than as modified above, the terms of the Financing
Agreements remain in full force and effect.

The foregoing summary of the terms of the Loan Agreement is not
intended to be complete and is qualified in its entirety by the
terms of the Loan Agreement, a copy of which is attached hereto
as Exhibit 10.1.

Guaranty Agreement

On April 25, 2017, Sonofresco, LLC and Comfort Foods, Inc., the
Companys wholly-owned subsidiaries (the Guarantors),
entered into a Guaranty Agreement (the Guaranty Agreement)
in connection with the Loan Agreement. The Guaranty Agreement was
provided as an inducement to Lender to extend credit to Borrowers
in exchange for the Guarantors unconditional guarantee of the
payment and performance obligations of the Borrowers under the
Loan Agreement, as further defined in the Guaranty Agreement.

The foregoing summary of the terms of the Guaranty Agreement is
not intended to be complete and is qualified in its entirety by
the terms of the Guaranty Agreement, a copy of which is attached
hereto as Exhibit 10.2.

Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.

As of April 25, 2017 the Loan Agreement constitutes a direct
financial obligation of the Company, the material terms of which
are described above under Item 1.01 and are incorporated herein
by reference.

Item 9.01 Financial Statements and Exhibits.
The following exhibits are furnished with this report:
Exhibit No. Description
10.1 Amended and Restated Loan and Security Agreement, dated April
25, 2017, by and among Coffee Holding Co., Inc., Organic
Products Trading Company LLC and Sterling National Bank.
10.2

Guaranty Agreement, dated April 25, 2017, made by each of
Sonofresco and Comfort Foods in favor of Sterling National
Bank.


About COFFEE HOLDING CO., INC. (NASDAQ:JVA)

Coffee Holding Co., Inc. is a wholesale coffee roaster and dealer in the United States. The Company is engaged in the wholesale coffee operations, including manufacturing, roasting, packaging, marketing and distributing roasted and blended coffees for private labeled accounts and its own brands, and it sells green coffee. Its products are divided into approximately three categories: Wholesale Green Coffee, Private Label Coffee and Branded Coffee. The wholesale green coffee includes unroasted raw beans imported from around the world and sold to roasters, and coffee shop operators. The private label coffee consists of coffee roasted, blended, packaged and sold under the specifications and names of others, including supermarkets that want to have their own brand name on coffee. The branded coffee includes coffee roasted and blended to its own specifications. It also offers specialty instant coffees, tea and trial-sized mini-brick coffee packages, among others.

COFFEE HOLDING CO., INC. (NASDAQ:JVA) Recent Trading Information

COFFEE HOLDING CO., INC. (NASDAQ:JVA) closed its last trading session down -0.03 at 4.90 with 11,776 shares trading hands.

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