On November 1, 2022, Calavo Growers, Inc., Bank of America, N.A., as administrative agent, and Farm Credit West, PCA entered into the Seventh Amendment to Credit Agreement. The principal terms of the Seventh Amendment are as follows:? The minimum Consolidated Fixed Charge Coverage Ratio calculation for the Measurement Period ending on October 31, 2022 has been modified from 1.20:1.00 to 1.00:1.00.

The Company is permitted to declare cash dividends and distributions so long as (i) after giving effect to any such dividend or distribution, Loan Parties are in compliance with a new Consolidated Dividend Adjusted Fixed Charge Coverage Ratio of 1.20:1.00 and (ii) any such cash dividends or other distributions must be paid in the same fiscal quarter in which they are declared. Notwithstanding the foregoing restriction, the Company may, following the Seventh Amendment effective date, declare and make a dividend payment in an amount not to exceed 5,200,000 on or before January 31, 2023.