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EXHIBIT 10.7
SEMINIS, INC.
SEMINIS VEGETABLE SEEDS, INC.
SECURITY AGREEMENT RE: ACCOUNTS, INVENTORY
AND GENERAL INTANGIBLES
This Security Agreement Re: Accounts, Inventory and General Intangibles
(the "Agreement") is dated as of June 29, 2000, by and among Seminis, Inc., a
Delaware corporation (the "Company"), and the other parties executing this
Agreement under the heading "Debtors" (the Company and such other parties being
hereinafter referred to collectively as the "Debtors" and individually as a
"Debtor"), each with its mailing address as set forth on its signature page
hereto, and Harris Trust and Savings Bank, an Illinois banking corporation
("Harris"), with its mailing address at 111 West Monroe Street, P.O. Box 755,
Chicago, Illinois 60690, acting as agent hereunder for the Lenders hereinafter
identified and defined (Harris acting as such agent and any successor or
successors to Harris acting in such capacity being hereinafter referred to as
the "Agent");
PRELIMINARY STATEMENTS
A. The Company, Seminis Vegetable Seeds, Inc., a California
corporation ("SVS"), SVS Holland B.V., a private company with limited liability
incorporated under the laws of The Netherlands ("SVS Holland" and, together with
the Company and SVS, individually a "Borrower" and collectively the
"Borrowers"), and Harris, individually and as agent, have entered into a Credit
Agreement dated as of June 28, 1999 (such Credit Agreement as the same has been
and hereafter may be amended, modified or restated from time to time being
hereinafter referred to as the "Credit Agreement"), pursuant to which Harris and
other lenders which are and from time to time become party to the Credit
Agreement (Harris and such other lenders which are and from time to time
hereafter become party to the Credit Agreement being hereinafter referred to
collectively as the "Lenders" and individually as a "Lender") have agreed,
subject to certain terms and conditions, to extend credit and make certain other
financial accommodations available to the Borrowers.
B. The Borrowers may from time to time enter into one or more Interest
Rate Protection Agreements with one or more of the Lenders party to the Credit
Agreement for the purpose of hedging or otherwise protecting the Borrowers
against changes in interest rates applicable to Term Loans under the Credit
Agreement (the liability of the Borrowers in respect of such agreements with
such Lenders being hereinafter referred to as the "Hedging Liability").
C. As a condition to extending credit to the Borrowers under the
Credit Agreement, the Lenders have required, among other things, that each
Debtor grant to the Agent a lien on and security interest in the personal
property of such Debtor described herein subject to the terms and conditions
hereof.
D. The Company owns, directly or indirectly, all or substantially all
of the equity interests in each other Debtor and the Company provides each other
Debtor with financial,
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management, administrative, and technical support which enables such Debtor to
conduct its business in an orderly and efficient manner in the ordinary course.
E. Each Debtor will benefit, directly or indirectly, from credit and
other financial accommodations extended by the Lenders to the Borrowers.
NOW, THEREFORE, for and in consideration of the execution and delivery
by the Lenders of the Credit Agreement, and other good and valuable
consideration, receipt whereof is hereby acknowledged, the parties hereto hereby
agree as follows:
Section 1. Terms defined in Credit Agreement. All capitalized terms
used herein without definition shall have the same meanings herein as such terms
have in the Credit Agreement. The term "Debtor" and "Debtors" as used herein
shall mean and include the Debtors collectively and also each individually, with
all grants, representations, warranties and covenants of and by the Debtors, or
any of them, herein contained to constitute joint and several grants,
representations, warranties and covenants of and by the Debtors; provided,
however, that unless the context in which the same is used shall otherwise
require, any grant, representation, warranty or covenant contained herein
related to the Collateral shall be made by each Debtor only with respect to the
Collateral owned by it or represented by such Debtor as owned by it.
Section 2. Grant of Security Interest in the Collateral; Obligations
Secured. (a) Each Debtor hereby grants to the Agent for the benefit of itself
and the other Lenders a lien on and security interest in, and right of set-off
against, and acknowledges and agrees that the Agent has and shall continue to
have for the benefit of itself and the other Lenders a continuing lien on and
security interest in, and right of set-off against, any and all right, title and
interest of each Debtor, whether now owned or existing or hereafter created,
acquired or arising, in and to the following:
(i) Receivables. All Receivables, whether now owned or
existing or hereafter created, acquired or arising, and however
evidenced or acquired, or in which such Debtor now has or hereafter
acquires any rights and any and all instruments, notes, drafts,
acceptances, documents and chattel evidencing any Receivables of such
Debtor, and all contract rights of such Debtor arising from or relating
to any of the foregoing (the term "Receivables" means and includes all
accounts, accounts receivable, and any other right of such Debtor to
payment for goods sold or leased or for services rendered, whether or
not earned by performance, and all other forms of obligations owing to
such Debtor, and all of such Debtor's rights to any merchandise or
other goods (including without limitation any returned or repossessed
goods and the right of stoppage in transit) which is represented by,
arises from or is related to any of the foregoing);
(ii) General Intangibles. All General Intangibles, whether now
owned or existing or hereafter created, acquired or arising, or in
which such Debtor now has or hereafter acquires any rights (the term
"General Intangibles" means and includes all general intangibles, all
patents, patent applications, patent licenses, trademarks, trademark
registrations, trademark licenses, trade styles, trade names,
copyrights, copyright registrations, copyright licenses and other
licenses and similar intangibles, all customer, client and supplier
lists (in whatever form maintained), all rights in leases and other
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agreements relating to real or personal property, all causes of action
and tax refunds of every kind and nature, all privileges, franchises,
immunities, licenses, permits and similar intangibles, all rights to
receive payments in connection with the termination of any pension plan
or employee stock ownership plan or trust established for the benefit
of employees of such Debtor);
(iii) Inventory. All Inventory, whether now owned or existing
or hereafter created, acquired or arising, or in which such Debtor now
has or hereafter acquires any rights and all documents of title at any
time evidencing or representing any part thereof (the term "Inventory"
means and includes all inventory and other goods which are held for
sale or lease or are to be furnished under contracts of service or
consumed in such Debtor's business, all goods which are raw materials,
work-in-process, finished goods, materials or supplies of every kind
and nature, in each case used or usable in connection with the
acquisition, manufacture, processing, supply, servicing, storing,
packing, shipping, advertising, selling, leasing or furnishing of such
goods, and any constituents or ingredients thereof, and all goods which
are returned or repossessed goods);
(iv) Records. All supporting evidence and documents relating
to any of the above-described property, including, without limitation,
computer programs, disks, tapes and related electronic data processing
media, and all rights of such Debtor to retrieve the same from third
parties, written applications, credit information, account cards,
payment records, correspondence, delivery and installation
certificates, invoice copies, delivery receipts, notes and other
evidences of indebtedness, insurance certificates and the like,
together with all books of account, ledgers and cabinets in which the
same are reflected or maintained, all whether now existing or hereafter
arising;
(v) Accessions and Additions. All accessions and additions to
and substitutions and replacements of any and all of the foregoing,
whether now existing or hereafter arising; and
(vi) Proceeds and Products. All proceeds and products of the
foregoing and all insurance of the foregoing and proceeds thereof,
whether now existing or hereafter arising;
all of the foregoing being herein sometimes referred to as the "Collateral". All
terms which are used herein which are defined in the Uniform Commercial Code of
the State of Illinois ("UCC") shall have the same meanings herein as such terms
are defined in the UCC, unless this Agreement shall otherwise specifically
provide.
(b) This Agreement is made and given to secure, and shall secure, the
prompt payment and performance of (i) any and all indebtedness, obligations and
liabilities of the Debtors, and of any of them individually, to the Agent and
the Lenders, and to any of them individually, under or in connection with or
evidenced by the Credit Agreement, the Notes of the Borrowers heretofore or
hereafter issued under the Credit Agreement and the obligations of the Borrowers
to reimburse the Agent and the Lenders for the amount of all drawings on all
L/Cs issued for the account of the Borrowers pursuant to the Credit Agreement,
and all other obligations of the Borrowers
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under any and all applications for L/Cs, and any and all liability of the
Debtors, and of any of them individually, arising under or in connection with or
otherwise evidenced by agreements with any one or more of the Lenders with
respect to any Hedging Liability, and any and all liability of the Debtors, and
of any of them individually, arising under any guaranty issued by it relating to
the foregoing or any part thereof, in each case whether now existing or
hereafter arising (and whether arising before or after the filing of a petition
in bankruptcy), due or to become due, direct or indirect, absolute or
contingent, and howsoever evidenced, held or acquired and (ii) subject to
Section 12.8 of the Credit Agreement, any and all expenses and charges, legal or
otherwise, suffered or incurred by the Agent and the Lenders, and any of them,
in collecting or enforcing any of such indebtedness, obligations and liabilities
or in realizing on or protecting or preserving any security therefor, including,
without limitation, the lien and security interest granted hereby (all of the
indebtedness, obligations, liabilities, expenses and charges described above
being hereinafter referred to as the "Obligations"). Notwithstanding anything in
this Agreement to the contrary, the right of recovery against any Debtor (other
than the Company to which this limitation shall not apply) under this Agreement
shall not exceed $1.00 less than the amount which would render such Debtor's
obligations under this Agreement void or voidable under applicable law,
including fraudulent conveyance law.
Section 3. Covenants, Agreements, Representations and Warranties. The
Debtors hereby covenant and agree with, and represent and warrant to, the Agent
and the Lenders that:
(a) Each Debtor is duly organized, validly existing and in
good standing under the laws of the state of its incorporation or
organization, is the sole and lawful owner of the Collateral granted by
it hereunder and has the power and authority to enter into this
Agreement and to perform each and all of the matters and things herein
provided for. Each Debtor's Federal tax identification number is set
forth under its name on Schedule A.
(b) As of the date of this Agreement, (i) each Debtor's
respective chief executive office is at the location listed on Schedule
A attached hereto opposite such Debtor's name; and (ii) such Debtor has
no other executive offices or places of business other than those
listed on Schedule A attached hereto opposite such Debtor's name. The
Collateral owned or leased by each Debtor is and shall remain in such
Debtor's possession or control at the locations listed on Schedule A
attached hereto opposite such Debtor's name (such locations, together
with any locations as to which a Debtor has given the Agent notice
pursuant to the following sentence, are referred to collectively for
each Debtor as the "Permitted Collateral Locations"), except as to any
Collateral sold or otherwise disposed of in accordance with this
Agreement and Section 7.11 of the Credit Agreement. If for any reason
any Collateral is at any time kept or located at a location other than
a Permitted Collateral Location, the Agent shall nevertheless have and
retain a lien on and security interest therein. No Debtor shall move
its chief executive office or maintain a place of business at a
location other than those specified on Schedule A or permit any
Collateral to be located at a location other than a Permitted
Collateral Location, except as to any Collateral sold or otherwise
disposed of in accordance with this Agreement and Section 7.11 of the
Credit Agreement, in each case without first providing the Agent 30
days' prior written notice of the Debtor's intent to do so; provided
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that each Debtor shall at all times maintain its chief executive office
and places of business and Permitted Collateral Locations in the United
States of America and, with respect to any new chief executive office
or place of business or location of Collateral, such Debtor shall have
taken all action reasonably requested by the Agent to maintain the lien
and security interest of the Agent in the Collateral at all times fully
perfected and in full force and effect.
(c) The Collateral and every part thereof is and shall be
free and clear of all security interests, liens (including, without
limitation, mechanics', laborers' and statutory liens), attachments,
levies and encumbrances of every kind, nature and description and
whether voluntary or involuntary, except for the lien and security
interest of the Agent therein and other Liens permitted by Sections
7.9(a), (e), (f) and (k) of the Credit Agreement (herein, the
"Permitted Encumbrances"). Each Debtor shall warrant and defend the
Collateral against any claims and demands of all persons at any time
claiming the same or any interest in the Collateral materially adverse
to the Agent or any Lender.
(d) Each Debtor will promptly pay when due all material
taxes, assessments and governmental charges and levies upon or against
it or its Collateral, in each case before the same become delinquent
and before penalties accrue thereon, unless and to the extent that the
same are being contested in good faith by appropriate proceedings which
preclude interference with the operation of its business in the
ordinary course and such Debtor shall have established adequate
reserves therefor.
(e) Each Debtor agrees it will not waste or destroy the
Collateral or any material part thereof and will not be negligent in
the care or use of any Collateral. Each Debtor agrees it will not use,
manufacture, sell or distribute any Collateral in violation of any
statute, ordinance or other governmental requirement, which violation
could reasonably be expected to have a material adverse effect on the
financial condition or the results of operations of the Company and its
Subsidiaries taken as a whole. Each Debtor will perform in all material
respects its obligations under any contract or other agreement
constituting part of the Collateral where the failure to do so could
reasonably be expected to have a material adverse effect on the
financial condition or results of operations of the Company and its
Subsidiaries taken as a whole, it being understood and agreed that the
Agent and the Lenders have no responsibility to perform such
obligations.
(f) Subject to Sections 4(b), 5(a), 6(b) and 6(c) hereof,
each Debtor agrees it will not, without the Agent's prior written
consent, sell, assign, mortgage, lease or otherwise dispose of the
Collateral or any interest therein.
(g) Each Debtor will insure its Collateral which is insurable
against such risks as is usually carried by companies engaged in
similar business and owning similar Properties in the same general
areas in which such Debtor operates and under policies containing loss
payable clauses to the Agent as its interest may appear (and, if the
Agent requests, naming the Agent and the Lenders as additional insureds
therein) by insurers reasonably acceptable to the Agent. All premiums
on such insurance shall be paid by the Debtors and the policies of such
insurance (or certificates therefor) delivered to the
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Agent. All insurance required hereby shall provide that any loss shall
be payable notwithstanding any act or negligence of the relevant
Debtor, shall provide that no cancellation thereof shall be effective
until at least 30 days after receipt by the relevant Debtor and the
Agent of written notice thereof, and shall be reasonably satisfactory
to the Agent in all other respects. In case of any material loss,
damage to or destruction of the Collateral or any material part
thereof, the relevant Debtor shall promptly give written notice thereof
to the Agent generally describing the nature and extent of such damage
or destruction. In case of any material loss, damage to or destruction
of the Collateral or any material part thereof, the relevant Debtor
may, in its sole discretion, apply the insurance proceeds, if any,
received on account of such damage or destruction to repair or replace
the Collateral so lost, damaged or destroyed. In the event any Debtor
shall receive any proceeds of such insurance after an Event of Default
shall have occurred and be continuing such Debtor will immediately pay
over such proceeds to the Agent, and in the event the Agent shall
receive any proceeds of such insurance at any time when no Event of
Default is in existence the Agent will immediately pay over such
proceeds to the relevant Debtor. Each Debtor hereby authorizes the
Agent, at the Agent's option, to adjust, compromise and settle any
losses under any insurance afforded at any time after the occurrence
and during the continuation of any Event of Default, and such Debtor
does hereby irrevocably constitute the Agent, its officers, agents and
attorneys, as such Debtor's attorneys-in-fact, with full power and
authority after the occurrence and during the continuation of any Event
of Default to effect such adjustment, compromise and/or settlement and
to endorse any drafts drawn by an insurer of the Collateral or any part
thereof and to do everything necessary to carry out such purposes and
to receive and receipt for any unearned premiums due under policies of
such insurance. Insurance proceeds received by the Agent under any
policy or policies of insurance covering the Collateral or any part
thereof at any time prior to the occurrence of an Event of Default
shall be released to the relevant Debtor. Net insurance proceeds
received by the Agent under the provisions hereof or under any policy
or policies of insurance covering the Collateral or any part thereof
after the occurrence and during the continuation of an Event of Default
shall be applied to the reduction of the Obligations (whether or not
then due).
UNLESS THE DEBTORS PROVIDE THE AGENT WITH EVIDENCE OF THE
INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT, THE AGENT MAY PURCHASE
INSURANCE AT THE DEBTORS' EXPENSE TO PROTECT THE AGENT'S INTERESTS IN
THE COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT ANY DEBTOR'S
INTERESTS IN THE COLLATERAL. THE COVERAGE PURCHASED BY THE AGENT MAY
NOT PAY ANY CLAIMS THAT ANY DEBTOR MAKES OR ANY CLAIM THAT IS MADE
AGAINST SUCH DEBTOR IN CONNECTION WITH THE COLLATERAL. THE DEBTORS MAY
LATER CANCEL ANY SUCH INSURANCE PURCHASED BY THE AGENT, BUT ONLY AFTER
PROVIDING THE AGENT WITH EVIDENCE THAT THE DEBTORS HAVE OBTAINED
INSURANCE AS REQUIRED BY THIS AGREEMENT. IF THE AGENT PURCHASES
INSURANCE FOR THE COLLATERAL, THE DEBTORS WILL BE RESPONSIBLE FOR THE
COSTS OF THAT INSURANCE, INCLUDING INTEREST AND ANY OTHER CHARGES THAT
THE AGENT MAY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE,
UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE
INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO THE OBLIGATIONS
SECURED HEREBY. THE COSTS OF THE
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INSURANCE MAY BE MORE THAN THE COST OF INSURANCE THE DEBTORS MAY BE
ABLE TO OBTAIN ON THEIR OWN.
(h) If any Collateral is in the possession or control of any
agents or processors of a Debtor and the Agent so requests during the
existence of an Event of Default, such Debtor agrees to notify such
agents or processors in writing of the Agent's security interest
therein and instruct them to hold all such Collateral for the Agent's
account and subject to the Agent's instructions. Each Debtor will, upon
request of the Agent during the existence of an Event of Default,
authorize and instruct all bailees and any other parties, if any, at
any time processing, labeling, packaging, holding, storing, shipping or
transferring all or any part of the Collateral to permit the Agent and
its representatives to examine and inspect any of the Collateral then
in such party's possession and to verify from such party's own books
and records any information concerning the Collateral or any part
thereof which the Agent or its representatives may seek to verify. As
to any premises not owned by a Debtor wherein the Collateral having an
aggregate value in excess of $5,000,000 is located, if any, such Debtor
shall, upon the Agent's request, use reasonable efforts to cause each
party having any right, title or interest in, or lien on, any of such
premises to enter into an agreement (any such agreement to contain a
legal description of such premises) whereby such party disclaims any
right, title and interest in, and lien on, the Collateral, allowing the
removal of such Collateral by the Agent and otherwise in form and
substance reasonably acceptable to the Agent.
(i) During the existence of an Event of Default (i) upon the
Agent's reasonable request, each Debtor agrees from time to time to
deliver to the Agent such evidence of the existence, identity and
location of its Collateral and of its availability as collateral
security pursuant hereto (including, without limitation, schedules
describing all Receivables created or acquired by such Debtor, copies
of customer invoices or the equivalent and original shipping or
delivery receipts for all merchandise and other goods sold or leased or
services rendered by it, together with such Debtor's warranty of the
genuineness thereof, and reports stating the book value of its
Inventory by major category and location), in each case as the Agent
may reasonably request, and (ii) the Agent shall have the right to
verify all or any part of the Collateral in any manner, and through any
medium, which the Agent considers appropriate (including, without
limitation, the verification of Collateral by use of a fictitious
name), and each Debtor agrees to furnish all assistance and
information, and perform any acts, which the Agent may reasonably
require in connection therewith.
(j) Each Debtor will comply in all material respects with the
terms and conditions of any and all leases, easements, right-of-way
agreements and other agreements binding upon such Debtor and affecting
the Collateral, in each case which cover the premises wherein the
Collateral is located, and any applicable orders, ordinances, laws or
statutes of any city, state or other governmental entity, department or
agency having jurisdiction with respect to such premises or the conduct
of business thereon.
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(k) As of the date of this Agreement, no Debtor has invoiced
Receivables or otherwise transacted business, and does not invoice
Receivables or otherwise transact business, under any trade names other
than its name set forth on its signature page to this Agreement or as
otherwise set forth on Schedule B hereto. Each Debtor agrees it will
not change its name or transact business under any other trade name, in
each case without first giving the Agent 30 days' prior written notice
of its intent to do so.
(l) Each Debtor agrees to execute and deliver to the Agent
such further agreements, assignments, instruments and documents, and to
do all such other things, as the Agent may reasonably deem necessary or
appropriate to assure the Agent its lien and security interest
hereunder, including without limitation, (i) executing such financing
statements, assignments or other instruments and documents as the Agent
may from time to time reasonably require to comply with the UCC, and
(ii) executing such patent, trademark, and copyright security
agreements as the Agent may from time to time reasonably require to
comply with the filing requirements of the United States Patent and
Trademark Office and the United States Copyright Office. Each Debtor
hereby agrees that a carbon, photographic or other reproduction of this
Agreement or any such financing statement is sufficient for filing as a
financing statement by the Agent without prior notice thereof to such
Debtor wherever the Agent reasonably deems necessary or desirable to
perfect or protect the security interest granted hereby. The Agent
shall provide copies of such filings to the applicable Debtor, provided
the failure to give such notice shall not affect the validity or
enforceability of the relevant filing. In the event for any reason the
law of any jurisdiction other than Illinois becomes or is applicable to
the Collateral or any part thereof, or to any of the Obligations, each
Debtor agrees to execute and deliver all such instruments and documents
and to do all such other things as the Agent reasonably deems necessary
or appropriate to preserve, protect and enforce the security interest
of the Agent in the Collateral under the law of such other
jurisdiction.
(m) Upon failure of a Debtor to perform any of the covenants
and agreements herein contained and the expiration of any applicable
grace period under Section 8.1 of the Credit Agreement, the Agent may,
at its option, perform the same as the Agent may reasonably deem
necessary or appropriate to preserve, protect and enforce the Agent's
security interest in the Collateral or its right under this Agreement
and in so doing may expend such sums as the Agent reasonably deems
advisable in the performance thereof, including, without limitation,
the payment of any insurance premiums, the payment of any taxes, liens
and encumbrances, expenditures made in defending against any adverse
claims, and all other expenditures which the Agent may be compelled to
make by operation of law or which the Agent may make by agreement or
otherwise for the protection of the security hereof. All such sums and
amounts so expended shall be repayable by such Debtor immediately,
shall constitute additional Obligations secured hereunder, and shall
bear interest from the date said amounts are expended at the rate per
annum (computed on the basis of a year of 365 or 366 days, as the case
may be, for the actual number of days elapsed) determined by adding 2%
to the Base Rate from time to time in effect plus the Applicable Margin
as set forth in the Credit Agreement with any change in such rate per
annum as so determined by reason of a change in such Base Rate to be
effective on the date of such change in said Base Rate (such rate per
annum as so
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determined being hereinafter referred to as the "Default Rate"). No
such performance of any covenant or agreement by the Agent on behalf
of a Debtor, and no such advancement or expenditure therefor, shall
relieve any Debtor of any default under the terms of this Agreement or
in any way obligate the Agent or any Lender to take any further or
future action with respect thereto. The Agent in making any payment
hereby authorized may do so according to any bill, statement or
estimate procured from the appropriate public office or holder of the
claim to be discharged without inquiry into the accuracy of such bill,
statement or estimate or into the validity of any tax assessment,
sale, forfeiture, tax lien or title or claim. The Agent in performing
any act hereunder shall be the sole judge (which judgment shall be
reasonably exercised) of whether the relevant Debtor is required to
perform the same under the terms of this Agreement. The Agent is
hereby authorized to charge any depository or other account of any
Debtor maintained with the Agent for the amount of such sums and
amounts so expended.
Section 4. Special Provisions Re: Receivables. (a) As of the time any
Receivable becomes subject to the security interest provided for hereby and at
all times thereafter, each Debtor shall be deemed to have warranted as to each
and all of its Receivables that all warranties of such Debtor set forth in this
Agreement are true and correct with respect to each such Receivable; that each
of its Receivable and all papers and documents relating thereto are genuine and
in all respects what they purport to be; that each of its Receivable is valid
and existing and, if such Receivable is an account, arises out of a bona fide
sale of goods sold and delivered by such Debtor to, or in the process of being
delivered to, or out of and for services theretofore actually rendered by such
Debtor to, the account debtor named therein; that no such Receivable is
evidenced by any instrument or chattel paper unless such instrument or chattel
paper has theretofore been endorsed by such Debtor and delivered to the Agent
(except to the extent the aggregate unpaid amount of such instruments and
chattel paper not so endorsed and delivered is less than $5,000,000 at any one
time outstanding); and that no surety bond was required or given in connection
with such Receivable or the contracts or purchase orders out of which the same
arose. If any Receivable arises out of a contract with the United States of
America or any of its departments, agencies or instrumentalities, after the
occurrence and during the continuance of any Event of Default, the relevant
Debtor agrees to notify the Agent and, at the request of the Agent or the
Required Banks, execute whatever instruments and documents are required by the
Agent in order that such Receivable shall be assigned to the Agent and that
proper notice of such assignment shall be given under the federal Assignment of
Claims Act (or any successor statute) or any similar statute relating to the
assignment of such Receivables.
(b) Unless and until an Event of Default hereunder occurs and is
continuing, any merchandise or other goods which are returned by a customer or
account debtor or otherwise recovered may be resold by the relevant Debtor in
the ordinary course of its business as presently conducted in accordance with
Section 6(b) hereof; upon the occurrence and during the continuation of any
Event of Default hereunder, such merchandise and other goods shall be set aside
at the request of the Agent and held by such Debtor as trustee for the Agent and
the Lenders and shall remain part of the Collateral. Unless and until an Event
of Default hereunder occurs and is continuing, the relevant Debtor may settle
and adjust disputes and claims with its customers and account debtors, handle
returns and recoveries and grant discounts, credits and allowances in the
ordinary course of its business as presently conducted for amounts and on
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terms which such Debtor in good faith considers advisable. Upon the occurrence
and during the continuation of any Event of Default hereunder, unless the Agent
requests otherwise, each Debtor shall notify the Agent promptly of all returns
and recoveries and, on the Agent's request, deliver any such merchandise or
other goods to the Agent. Upon the occurrence and during the continuation of any
Event of Default hereunder, unless the Agent requests otherwise, each Debtor
shall also notify the Agent promptly of all disputes and claims and settle or
adjust them at no expense to the Agent or the Lenders hereunder, but no
discount, credit or allowance other than on normal trade terms in the ordinary
course of business as presently conducted shall be granted to any customer or
account debtor and no returns of merchandise or other goods shall be accepted by
any Debtor other than on normal trade terms in the ordinary course of business
as presently conducted without the Agent's consent. The Agent may, at all times
upon the occurrence and during the continuation of any Event of Default
hereunder, settle or adjust disputes and claims directly with customers or
account debtors for amounts and upon terms which the Agent considers advisable.
Section 5. Collection of Receivables. (a) Except as otherwise provided
in this Agreement, each Debtor shall make collection of all of its Receivables
and may use the same to carry on its business in the ordinary course of its
business including any transaction not prohibited by the Credit Agreement, and
otherwise subject to the terms hereof.
(b) Upon the occurrence and during the continuation of any Event of
Default hereunder, whether or not the Agent has exercised any or all of its
rights under other provisions of this Section 5, in the event the Agent requests
any Debtor to do so:
(i) all instruments and chattel paper at any time
constituting part of the Receivables (including any postdated checks)
shall, upon receipt by such Debtor, be immediately endorsed to and
deposited with the Agent; and/or
(ii) such Debtor shall instruct all of its customers and
account debtors to remit all payments in respect of its Receivables to
a lockbox or lockboxes under the sole custody and control of the Agent
and which are maintained at post offices selected by the Agent.
(c) Upon the occurrence and during the continuation of any Event of
Default hereunder, whether or not the Agent has exercised any or all of its
rights under other provisions of this Section 5, the Agent or its designee may
notify the relevant Debtor's customers and account debtors at any time that
Receivables have been assigned to the Agent or of the Agent's security interest
therein, and either in its own name, or such Debtor's name, or both, demand,
collect (including, without limitation, through a lockbox analogous to that
described in Section 5(b)(ii) hereof), receive, receipt for, sue for, compound
and give acquittance for any or all amounts due or to become due on Receivables,
and in the Agent's discretion file any claim or take any other action or
proceeding which the Agent may deem reasonably necessary or appropriate to
protect and realize upon the security interest of the Agent in the Receivables.
(d) Any proceeds of Receivables or other Collateral transmitted to or
otherwise received by the Agent pursuant to any of the provisions of Sections
5(b) or 5(c) hereof may be handled
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and administered by the Agent in and through a remittance account or accounts
maintained at the Agent or by the Agent at a commercial bank or banks selected
by the Agent (collectively the "Depositary Banks" and individually a "Depositary
Bank"), and each Debtor acknowledges that the maintenance of such remittance
accounts by the Agent is solely for the Agent's convenience and that the Debtors
do not have any right, title or interest in such remittance accounts or any
amounts at any time standing to the credit thereof. The Agent may apply all or
any part of any proceeds of Receivables or other Collateral received by it from
any source to the payment of the Obligations (whether or not then due and
payable), such applications to be made daily in such amounts, in such manner and
order as the Agent may from time to time in its discretion determine. The Agent
need not apply or give credit for any item included in proceeds of Receivables
or other Collateral until the Depositary Bank has received final payment
therefor at its office in cash or final solvent credits current at the site of
deposit acceptable to the Agent and the Depositary Bank as such. However, if the
Agent does permit credit to be given for any item prior to a Depositary Bank
receiving final payment therefor and such Depositary Bank fails to receive such
final payment or an item is charged back to the Agent or any Depositary Bank for
any reason, the Agent may at its election in either instance charge the amount
of such item back against any such remittance accounts or any depository account
of any Debtor maintained with the Agent, together with interest thereon at the
rate applicable to Base Rate Portions of the Revolving Credit Loans.
Concurrently with each transmission of any proceeds of Receivables or other
Collateral to any remittance account, upon the Agent's request, the relevant
Debtor shall furnish the Agent with a report in such form as the Agent shall
reasonably require identifying the particular Receivable or such other
Collateral from which the same arises or relates. The Agent and the Lenders
shall have no liability or responsibility to any Debtor for the Agent or any
other Depositary Bank accepting any check, draft or other order for payment of
money bearing the legend "payment in full" or words of similar import or any
other restrictive legend or endorsement whatsoever or be responsible for
determining the correctness of any remittance.
Section 6. Special Provisions Re: Inventory. (a) Each Debtor shall at
its own cost and expense maintain, keep and preserve its Inventory in good and
merchantable condition.
(b) Each Debtor may, until an Event of Default has occurred and is
continuing and thereafter until otherwise notified by the Agent, use, consume
and sell the Inventory in the ordinary course of its business, but a sale in the
ordinary course of business shall not under any circumstance include any
transfer or sale in satisfaction, partial or complete, of a debt owing by such
Debtor.
(c) As of the time any Inventory of a Debtor becomes subject to the
security interest provided for hereby and at all times thereafter, such Debtor
shall be deemed to have warranted as to any and all of such Inventory that all
warranties of such Debtor set forth in this Agreement are true and correct with
respect to such Inventory; and that all of such Inventory is located at a
location set forth pursuant to Section 3(b) hereof. Each Debtor warrants and
agrees that no material part of its Inventory is or will be consigned to any
other person or entity without the Agent's prior written consent.
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(d) If any of the Inventory having an aggregate value in excess of
$5,000,000 is at any time evidenced by a document of title, such document shall
be promptly delivered by the relevant Debtor to the Agent.
Section 7. Power of Attorney. In addition to any other powers of
attorney contained herein, each Debtor hereby appoints the Agent, its nominee,
or any other person whom the Agent may designate as such Debtor's
attorney-in-fact, with full power to sign such Debtor's name on verifications of
accounts and other Collateral; to send requests for verification of Collateral
to such Debtor's customers, account debtors and other obligors; to ask, demand,
collect, receive, receipt for, sue for, compound and give acquittance for any
and all sums or properties which may be or become due, payable or distributable
in respect of the Collateral or any part thereof, with full power to settle,
adjust or compromise any claim thereunder or therefor as fully as such Debtor
could itself do; to endorse such Debtor's name on any assignments, or other
instruments of transfer and on any checks, notes, acceptances, money orders,
drafts and any other forms of payment or security that may come into the Agent's
possession; to endorse the Collateral in blank or to the order of the Agent or
its nominee; to sign such Debtor's name on any invoice or bill of lading
relating to any Collateral, on claims to enforce collection of any Collateral,
on notices to and drafts against customers and account debtors and other
obligors, on schedules and assignments of Collateral, on notices of assignment
and on public records; to notify the post office authorities to change the
address for delivery of such Debtor's mail to an address designated by the
Agent; to receive, open and dispose of all mail addressed to such Debtor; and to
do all things necessary to carry out this Agreement. Each Debtor hereby ratifies
and approves all acts of any such attorney and agrees that neither the Agent nor
any such attorney will be liable for any acts or omissions nor for any error of
judgment or mistake of fact or law other than such person's gross negligence or
willful misconduct. The Agent may file one or more financing statements
disclosing its security interest in any or all of the Collateral without any
Debtor's signature appearing thereon, and each Debtor also hereby grants the
Agent a power of attorney to execute any such financing statements, or
amendments and supplements to financing statements, as the Agent may reasonably
deem necessary or appropriate to assure the Agent its lien and security interest
hereunder on behalf of such Debtor without notice thereof to any Debtor (and The
Agent agrees to provide the relevant Debtor notice and copies of any such filing
after it is made pursuant to this provision, provided the failure to give such
notice shall not affect the validity or enforceability of the relevant filing).
The foregoing powers of attorney, being coupled with an interest, are
irrevocable until this Agreement shall have terminated in accordance with
Section 10 hereof; provided, however, that the Agent agrees, as a personal
covenant to the relevant Debtor, not to exercise the powers of attorney set
forth in this Section unless an Event of Default has occurred and is continuing.
Section 8. Defaults and Remedies. (a) The occurrence of any event or
the existence of any condition which is specified as an "Event of Default" under
the Credit Agreement shall constitute an "Event of Default" hereunder.
(b) Upon the occurrence and during the continuation of any Event of
Default (i) the Agent shall have, in addition to all other rights provided
herein or by law, the rights and remedies of a secured party under the UCC
(regardless of whether the UCC is the law of the jurisdiction where the rights
or remedies are asserted and regardless of whether the UCC applies to the
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affected Collateral), and (ii) further the Agent may, without demand and without
advertisement, notice, hearing or process of law, all of which each Debtor
hereby waives to the extent permitted by applicable law, at any time or times,
sell and deliver any or all Collateral held by or for it at public or private
sale, or at any of the Agent's offices or elsewhere, for cash, upon credit or
otherwise, at such prices and upon such terms as the Agent deems advisable, in
its sole discretion. In the exercise of any such remedies, the Agent may sell
the Collateral as a unit even though the sales price thereof may be in excess of
the amount remaining unpaid on the Obligations. Also, if less than all the
Collateral is sold, the Agent shall have no duty to marshal or apportion the
part of the Collateral so sold as between the Debtors, or any of them, but may
sell and deliver any or all of the Collateral without regard to which of the
Debtors are the owners thereof. Any requirement of reasonable notice shall be
met if such notice is personally served on or mailed, postage prepaid, to the
Debtors in accordance with Section 12(b) hereof at least 10 days before the time
of sale or other event giving rise to the requirement of such notice; provided,
however, no notification need be given to a Debtor if such Debtor has signed,
after an Event of Default hereunder has occurred, a statement renouncing any
right to notification of sale or other intended disposition. The Agent shall not
be obligated to make any sale or other disposition of the Collateral regardless
of notice having been given. The Agent or any Lender may be the purchaser at any
such sale. Each Debtor hereby waives all of its rights of redemption from any
such sale. Subject to the provisions of applicable law, the Agent may postpone
or cause the postponement of the sale of all or any portion of the Collateral by
announcement at the time and place of such sale, and such sale may, without
further notice, be made at the time and place to which the sale was postponed or
the Agent may further postpone such sale by announcement made at such time and
place.
(c) Without in any way limiting the foregoing, upon the occurrence and
during the continuation of any Event of Default hereunder, the Agent shall have
the right, in addition to all other rights provided herein or by law, to take
physical possession of any and all of the Collateral and anything found therein,
the right for that purpose to enter without legal process any premises where the
Collateral may be found (provided such entry be done lawfully), and the right to
maintain such possession on the relevant Debtor's premises (each Debtor hereby
agreeing, to the extent it may lawfully do so, to lease such premises without
cost or expense to the Agent or its designee if the Agent so requests) or to
remove the Collateral or any part thereof to such other places as the Agent may
desire. Upon the occurrence and during the continuation of any Event of Default
hereunder, the Agent shall have the right to exercise any and all rights with
respect to deposit accounts of each Debtor maintained with the Agent or any
Lender, including, without limitation, the right to collect, withdraw and
receive all amounts due under each such deposit account. Upon the occurrence and
during the continuation of any Event of Default hereunder, each Debtor shall,
upon the Agent's demand, assemble the Collateral and make it available to the
Agent at a place designated by the Agent. If the Agent exercises its right to
take possession of the Collateral, each Debtor shall also at its expense perform
any and all other steps requested by the Agent to preserve and protect the
security interest hereby granted in the Collateral, such as placing and
maintaining signs indicating the security interest of the Agent, appointing
overseers for the Collateral and maintaining Collateral records.
(d) The powers conferred upon the Agent hereunder are solely to
protect its interest in the Collateral and shall not impose on it any duties to
exercise such powers. The Agent shall be
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deemed to have exercised reasonable care in the custody and preservation of the
Collateral in its possession if the Collateral is accorded treatment
substantially equivalent to that which the Agent accords its own property, it
being understood, however, that the Agent shall have no responsibility for (i)
ascertaining or taking any action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relating to any Collateral, whether or not
the Agent has or is deemed to have knowledge of such matters, (ii) taking any
necessary steps to preserve rights against any parties with respect to any
Collateral, or (iii) initiating any action to protect the Collateral or any part
thereof against the possibility of a decline in market value.
(e) Without in any way limiting the foregoing, each Debtor hereby
grants to the Agent for the benefit of the Lenders a royalty-free non-exclusive
irrevocable license and right to use all of such Debtor's patents, patent
applications, patent licenses, trademarks, trademark registrations, trademark
licenses, trade names, trade styles, and similar intangibles in connection with
any foreclosure or other realization by the Agent on all or any part of the
Collateral to the extent permitted by law and the applicable license or other
intellectual property agreement. The license and right granted the Agent hereby
shall be without any royalty or fee or charge whatsoever.
(f) Failure by the Agent to exercise any right, remedy or option under
this Agreement or any other agreement between any Debtor and the Agent or
provided by law, or delay by the Agent in exercising the same, shall not operate
as a waiver; and no waiver shall be effective unless it is in writing, signed in
accordance with Section 12.1 of the Credit Agreement and then only to the extent
specifically stated. Neither the Agent, nor any Lender, nor any party acting as
attorney for the Agent or any Lender, shall be liable hereunder for any acts or
omissions or for any error of judgment or mistake of fact or law other than
their gross negligence or willful misconduct. The rights and remedies of the
Agent and the Lenders under this Agreement shall be cumulative and not exclusive
of any other right or remedy which the Agent or the Lenders may have. For
purposes of this Agreement, an Event of Default shall be construed as continuing
after its occurrence until the same is cured or waived in writing by the Lenders
or the Required Banks, as the case may be, in accordance with the Credit
Agreement.
Section 9. Application of Proceeds. The proceeds and avails of the
Collateral at any time received by the Agent upon the occurrence and during the
continuation of any Event of Default shall, when received by the Agent in cash
or its equivalent, be applied by the Agent in reduction of, or held as
collateral security for, the Obligations in accordance with the terms of Section
3.5 of the Credit Agreement. The Debtors shall remain liable to the Agent and
the Lenders for any deficiency. Any surplus remaining after the full payment and
satisfaction of the Obligations shall be returned to the Company, as agent for
the Debtors, or to whomsoever the Agent reasonably determines is lawfully
entitled thereto.
Section 10. Continuing Agreement. This Agreement shall be a continuing
agreement in every respect and shall remain in full force and effect until (i)
the commitments of the Lenders to extend credit to or for the account of the
Company under the Credit Agreement have expired or otherwise terminated and all
of the Obligations, both for principal and interest then due and payable, have
been fully paid and satisfied, or (ii) the lien and security interests shall
have terminated pursuant to Section 1.8(b) of the Credit Agreement. Upon such
termination of this
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Agreement, the Agent shall, upon the request and at the expense of the Debtors,
forthwith release its security interest hereunder and deliver termination of all
financing statements.
Section 11. The Agent. In acting under or by virtue of this Agreement,
the Agent shall be entitled to all the rights, authority, privileges and
immunities provided in Section 10 of the Credit Agreement, all of which
provisions of said Section 10 are incorporated by reference herein with the same
force and effect as if set forth herein in their entirety. The Agent hereby
disclaims any representation or warranty to the Lenders or any other holders of
the Obligations concerning the perfection of the liens and security interests
granted hereunder or in the value of any of the Collateral.
Section 12. Miscellaneous. (a) This Agreement cannot be changed or
terminated orally. This Agreement shall create a continuing lien on and security
interest in the Collateral and shall be binding upon each Debtor, its successors
and assigns and shall inure, together with the rights and remedies of the Agent
and the Lenders hereunder, to the benefit of the Agent, the Lenders and their
successors and permitted assigns; provided, however, that no party hereto may
assign its rights or delegate its duties hereunder except as provided in
Sections 10.13, 12.10, 12.16 and 12.17 of the Credit Agreement. Without limiting
the generality of the foregoing, and subject to the provisions of the Credit
Agreement, any Lender may assign or otherwise transfer any indebtedness held by
it secured by this Agreement to any other person, and such other person shall
thereupon become vested with all the benefits in respect thereof granted to such
Lender herein or otherwise.
(b) All communications provided for herein shall be in writing, except
as otherwise specifically provided for hereinabove, and shall be deemed to have
been given or made, if to any Debtor when given to such Debtor in accordance
with Section 12.7 of the Credit Agreement, or if to the Agent or any Lender,
when given to such party in accordance with Section 12.7 of the Credit
Agreement.
(c) No Lender shall have the right to institute any suit, action or
proceeding in equity or at law for the foreclosure or other realization upon any
Collateral subject to this Agreement or for the execution of any trust or power
hereof or for the appointment of a receiver, or for the enforcement of any other
remedy under or upon this Agreement; it being understood and intended that no
one or more of the Lenders shall have any right in any manner whatsoever to
affect, disturb or prejudice the lien and security interest of this Agreement by
its or their action or to enforce any right hereunder, and that all proceedings
at law or in equity shall be instituted, had and maintained by the Agent in the
manner herein provided for the benefit of the Lenders.
(d) In the event that any provision hereof shall be deemed to be
invalid or unenforceable by reason of the operation of any law or by reason of
the interpretation placed thereon by any court, this Agreement shall be
construed as not containing such provision, but only as to such jurisdictions
where such law or interpretation is operative, and the invalidity or
unenforceability of such provision shall not affect the validity of any
remaining provisions hereof, and any and all other provisions hereof which are
otherwise lawful and valid shall remain in full force and effect. Without
limiting the generality of the foregoing, in the event that this Agreement shall
be deemed to be invalid or otherwise unenforceable with respect to any Debtor,
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such invalidity or unenforceability shall not affect the validity of this
Agreement with respect to the other Debtors.
(e) The lien and security interest herein created and provided for
stand as direct and primary security for the Obligations of the Borrowers
arising under or otherwise relating to the Credit Agreement as well as for any
of the other Obligations. No application of any sums received by the Lenders in
respect of the Collateral or any disposition thereof to the reduction of the
Obligations or any part thereof shall in any manner entitle any Debtor to any
right, title or interest in or to the Obligations or any collateral or security
therefor, whether by subrogation or otherwise, unless and until this Agreement
shall have terminated in accordance with Section 10 hereof. Each Debtor
acknowledges that the lien and security interest hereby created and provided are
absolute and unconditional and shall not in any manner be affected or impaired
by any acts or omissions whatsoever of the Agent, any Lender or any other holder
of any Obligations, and without limiting the generality of the foregoing, the
lien and security interest hereof shall not be impaired by any acceptance by the
Lenders or any other holder of any Obligations of any other security for or
guarantors upon any of the Obligations or by any failure, neglect or omission on
the part of the Agent, any Lender or any other holder of any Obligations to
realize upon or protect any of the Obligations or any collateral or security
therefor. The lien and security interest hereof shall not in any manner be
impaired or affected by any sale, pledge, surrender, compromise, settlement,
release, renewal, extension, indulgence, alteration, substitution, exchange,
change in, modification or disposition of any of the Obligations or of any
collateral or security therefor, or of any guaranty thereof, or of any
instrument or agreement setting forth the terms and conditions pertaining to any
of the foregoing. The Lenders may at their discretion at any time grant credit
to the Borrowers without notice to the other Debtors in such amounts and on such
terms as the Lenders may elect (all of such to constitute additional
Obligations) without in any manner impairing the lien and security interest
created and provided for herein. In order to realize hereon and to exercise the
rights granted the Agent and the Lenders hereunder and under applicable law,
there shall be no obligation on the part of the Agent, any Lender or any other
holder of any Obligations at any time to first resort for payment to the
Borrowers or to any other Debtor or to any guaranty of the Obligations or any
portion thereof or to resort to any other collateral, security, property, liens
or any other rights or remedies whatsoever, and the Agent and the Lenders shall
have the right to enforce this Agreement against any Debtor or any of its
Collateral irrespective of whether or not other proceedings or steps seeking
resort to or realization upon or from any of the foregoing are pending.
(f) This Agreement shall be deemed to have been made in the State of
Illinois and shall be governed by, and construed in accordance with, the laws of
the State of Illinois. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning of any
provision hereof.
(g) Each Debtor hereby submits to the non-exclusive jurisdiction of the
United States District Court for the Northern District of Illinois and of any
Illinois state court sitting in the City of Chicago for purposes of all legal
proceedings arising out of or relating to this Agreement, the other Loan
Documents or the transactions contemplated hereby or thereby. Each Debtor
irrevocably waives, to the fullest extent permitted by law, any objection which
it may now or hereafter have to the laying of the venue of any such proceeding
brought in such a court and any
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claim that any such proceeding brought in such a court has been brought in an
inconvenient form. EACH DEBTOR, THE AGENT, AND EACH LENDER HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.
(h) This Agreement may be executed in any number of counterparts and by
different parties hereto on separate counterpart signature pages, each
constituting an original, but all together one and the same agreement.
[SIGNATURE PAGES TO FOLLOW]
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IN WITNESS WHEREOF, each Debtor has caused this Agreement to be duly
executed and delivered in Chicago, Illinois as of the date first above written.
"DEBTORS"
SEMINIS, INC.
By
Its
----------------------------------------
Address:
2700 Camino del Sol
Oxnard, California 93030-7967
Attention:
-----------------------------
SEMINIS VEGETABLE SEEDS, INC.
By
Its
----------------------------------------
Address:
2700 Camino del Sol
Oxnard, California 93030-7967
Attention:
-----------------------------
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Accepted and agreed to in Chicago, Illinois as of the date first above
written.
HARRIS TRUST AND SAVINGS BANK,
as Agent as aforesaid for the Lenders
By
Its Vice President
Address:
111 West Monroe Street
P.O. Box 755
Chicago, Illinois 60690
Attention: Agribusiness Division
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SCHEDULE A
LOCATIONS
1. Seminis, Inc.
Federal Tax I.D. Number: 36-0769130
Chief Executive Office: 2700 Camino del Sol
Ventura County
Oxnard, California 93030-7967
Additional Collateral Locations: None
2. Seminis Vegetable Seeds, Inc.
Federal Tax I.D. Number: 95-2252858
Chief Executive Office: 2700 Camino del Sol
Ventura County
Oxnard, California 93030-7967
Additional Collateral Locations:
LOCATION OF PROPERTY CITY ST COUNTY
1 2896 E. Hwy 95 Yuma AZ Yuma
2. 3832 E. 24th Place Yuma AZ Yuma
3. #1 Peto Rd (Corner of Peto & Theatre Rd) Williams CA Colusa
4. 803 Main St./ El Centro CA Imperial
75 S. Evan Hewes Hwy
5. 13720 Rock Pile Road Arvin CA Kern
6. Fwy 101 So.(425 Alta St) Gonzales CA Monterey
7. 1081-A Harkins Rd. Salinas CA Monterey
8. 124-A Griffin St. Salinas CA Monterey
9. 2700 Camino del Sol Oxnard CA Ventura/Comb
10. 1905 Lirio Ave Saticoy CA Ventura
11. 910 Duncan RD San Juan Bautista CA San Benito
12. 500 Lucy Brown Lane San Juan Bautista CA San Benito
21
LOCATION OF PROPERTY CITY ST COUNTY
13. 650 Leanna Drive Arroyo Grande CA San Luis Obispo
14. 37437 State Highway 16 Woodland CA Yolo
15. 3065 Pacheco Pass Highway Gilroy CA Santa Clara
16. 810 SW 1st Street Homestead FL Dade
17. 8200 Immokalee Road - sold 1/99 Naples FL Collier
18. 1402 Rail Head Blvd. Naples FL Collier
19. 5884 State Rd, 29 North Felda FL Hendry
20. 1282 SW Pelican Circle Palm City FL Martin
21. 4420 A Banker's Circle Doraville GA Dekalb
22. 432 TYTY Omega RD Tifton GA Tift
23. 10721 Scotch Pine RD Payette ID Payette
24. 1 Mile E. Filer on Highway #30 Twin Falls ID Twin Falls
25. 529 North Street Filer ID Twin Falls
26. 1811 East Florida Street Nampa ID Canyon
27. 22479 Fargo Road Wilder ID Canyon
28. 1740 East Oak RD Vineland NJ Cumberland
29. 291 Telegraph Rd Alloway NJ Salem
30. 4515 Opitz Road Berino NM Dona Ana
31. 5271 North Flat Street Hall NY Ontario
32. E State Highway 83 Weslaco TX Hidalgo
33. 2 Mile N493 1/4 mile W of Sioux Rd Donna TX Hidalgo
Block 12 (where La Blance Rd ends) Donna TX Hidalgo
34. 723 Central Avenue South Quincy WA Grant
35. 115 East First North Warden WA Grant
36. 1669 La Conner-Whitney Rd Mt Vernon WA Skagit
37. 7202 Portage Rd DeForest WI Dane
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SCHEDULE B
TRADE NAMES
TRADE NAMES OF
NAME OF DEBTOR SUCH DEBTOR
Seminis, Inc. Seminis
Seminis Vegetable Seeds, Inc. Petoseed
Genecorp
Bruinsma
California