Limoneira Company (NASDAQ:LMNR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

On February 26^th, 2018, Limoneira Lewis Community Builders, LLC, a joint venture which Limoneira Company (the “Company”) owns 50% of the interests in (the “Joint Venture”), entered into an unsecured Line of Credit Loan Agreement (the “Loan Agreement”) with Bank of America, N.A. (“Lender”) and a Promissory Note with Lender (the “Note”, and together with the Loan Agreement, the “Loan Documents”), both dated February 22^nd, 2018. The Loan Documents provide for a loan to the Joint Venture from the Lender in the amount of $45,000,000 (the “Loan”). The Loan matures on February 22, 2020, with an option for the Joint Venture to extend the maturity until February 22, 2021, subject to certain conditions. The balance of the Loan is subject to a fluctuating interest rate equal to the LIBOR daily floating rate for that day plus two hundred eighty-five (285) basis points. The Loan Documents include customary default provisions that provide should an event of default occur, the Lender, at its option, may accelerate the maturity of the Loan and declare the unpaid principal balance and accrued but unpaid interest, and all other amounts payable in connection therewith, at once due and payable. The Joint Venture may prepay any amounts outstanding under the Loan Documents without penalty. The loan is considered to be an Off-Balance Sheet Arrangement by the Company.

Additionally, the obligations under the Loan Documents are guaranteed by a Guaranty Agreement (the “Guaranty”), dated February 22, 2018, executed by Richard A. Lewis, individually and as Trustee of the Richard A. Lewis Revocable Trust u/d/t dated August 16, 2004 , Robert E. Lewis, individually and as Trustee of the Robert E. Lewis Revocable Trust u/d/t dated August 17, 2004, Roger G. Lewis, individually and as Trustee of the Roger G. Lewis Revocable Trust u/d/t dated August 20, 2004, Randall W. Lewis, individually and as Trustee of the Randall W. Lewis Revocable Trust u/d/t dated September 1, 2006, and the Company, each as guarantors thereto, on February 26^th, 2018.

The foregoing summaries of the Loan Agreement, the Note and the Guaranty are qualified in its entirety by reference to the text of the Supplement, which are filed hereto as Exhibits 10.1, 10.2 and 10.3 and incorporated herein by reference.

The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Limoneira CO Exhibit
EX-10.1 2 tv487635_ex10-1.htm EXHIBIT 10.1   Exhibit 10.1   LINE OF CREDIT LOAN AGREEMENT (Unsecured)     This LINE OF CREDIT LOAN AGREEMENT (this “Agreement”) dated as of February 22,…
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About Limoneira Company (NASDAQ:LMNR)

Limoneira Company is an agribusiness and real estate development company. The Company’s operations consist of fruit production, sales and marketing, rental operations, real estate development and capital investment activities. The Company’s three business divisions are agribusiness, rental operations and real estate development. The Company’s agribusiness division consists of two segments, namely lemon operations and other agribusiness, and includes its farming, harvesting, lemon packing and lemon sales operations. The Company’s rental operations business division includes its residential and commercial rentals, leased land operations and organic recycling. The Company’s real estate development business division includes its real estate projects and development. The Company operates its packinghouses in Santa Paula, California and Yuma, Arizona. The Company’s water resources include water rights, usage rights and pumping rights to the water in aquifers.