John B. Sanfilippo & Son, Inc.

SANFILIPPO JOHN B & SON INC
FORM 10-K
(Annual Report)
Filed 08/20/25 for the Period Ending 06/26/25
  
  
Address
1703 N. RANDALL ROAD
ELGIN, IL, 60123-7820
Telephone
847-289-1800
CIK
0000880117
Symbol
JBSS
SIC Code
2060 - Sugar And Confectionery Products
Industry
Food Processing
Sector
Consumer Non-Cyclicals
Fiscal Year
06/28
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i
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
 
(Mark One) 
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
For the fiscal year ended June 26, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD 
FROM                      TO                     
Commission File Number 0-19681
 
JOHN B. SANFILIPPO & SON, INC.
(Exact name of Registrant as specified in its Charter)
 
Delaware
36-2419677
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
1703 North Randall Road
Elgin, IL 60123
(Address of principal executive offices, Zip Code)
Registrant’s telephone number, including area code: (847) 289-1800
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange on which registered
Common Stock, $.01 par value per share
 
JBSS
 
The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐     No ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes ☐     No ☒
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") during the 
preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒     No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during 
the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).  Yes ☒     No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of 
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 ☒
  Accelerated filer
 ☐
 
 
 
Non-accelerated filer
 ☐
  Smaller reporting company
 ☐
 
 
 
 
 
 
Emerging growth company
  ☐
   
   
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards 
provided pursuant to Section 13(a) of the Exchange Act.  ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) 
of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to 
previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers 
during the relevant recovery period pursuant to §240.10D-1(b). ¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐     No ☒
The aggregate market value of the voting Common Stock held by non-affiliates was $762,731,439 as of December 26, 2024 (8,916,664 shares at $85.54 per share). 
As of August 14, 2025, 9,045,710 shares of the registrant’s Common Stock, $.01 par value (“Common Stock”) and 2,597,426 shares of the registrant’s Class A Common Stock, $.01 par value (“Class A 
Stock”), were outstanding. The Class A Stock is convertible at the option of the holder at any time and from time to time (and, upon the occurrence of certain events specified in the Restated Certificate 
of Incorporation, automatically converts) into one share of Common Stock. 
Documents Incorporated by Reference: 
Portions of the registrant’s definitive Proxy Statement for its Annual Meeting of Stockholders to be held October 29, 2025 are incorporated by reference into Part III of this Form 10-K.

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JOHN B. SANFILIPPO & SON, INC.
FORM 10-K
FOR THE YEAR ENDED JUNE 26, 2025
INDEX
 
Page
Part I
2
Item 1. Business
2
Item 1A. Risk Factors
7
Item 1 B. Unresolved Staff Comments
16
Item 1C. Cybersecurity
16
Item 2. Properties
17
Item 3. Legal Proceedings
19
Item 4. Mine Safety
19
 
Part II
22
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
22
Item 6. Selected Financial Data 
24
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
25
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
34
Item 8. Financial Statements and Supplementary Data
35
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
63
Item 9A. Controls and Procedures
63
Item 9B. Other Information
63
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
63
 
Part III
64
Item 10. Directors, Executive Officers and Corporate Governance
64
Item 11. Executive Compensation
64
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
64
Item 13. Certain Relationships and Related Transactions, and Director Independence
64
Item 14. Principal Accountant Fees and Services
64
 
Part IV
65
Item 15. Exhibits and Financial Statement Schedules
65
Item 16. Form 10-K Summary
65
Signatures
68

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PART I 
Item 1 — Business 
a. General Development of Business 
John B. Sanfilippo & Son, Inc. was formed as a corporation under the laws of the State of Delaware in 1979 as the successor by merger to an Illinois corporation 
that was incorporated in 1959. As used throughout this annual report on Form 10-K, unless the context otherwise indicates, the terms “we”, “us”, “our” or 
“Company” collectively refer to John B. Sanfilippo & Son, Inc. and its wholly-owned subsidiary, JBSS Ventures, LLC. Our fiscal year ends on the final 
Thursday of June each year, and typically consists of fifty-two weeks (four thirteen-week quarters). Additional information on the comparability of the periods 
presented is as follows: 
•
References herein to fiscal 2026 are to the fiscal year ending June 25, 2026. 
•
References herein to fiscal 2025, fiscal 2024 and fiscal 2023 are to the fiscal years ended June 26, 2025, June 27, 2024 and June 29, 2023, 
respectively. 
We are one of the leading processors and distributors of peanuts, pecans, cashews, walnuts, almonds and other nuts in the United States, and we also manufacture 
and distribute complete portfolio of snack and nutrition bars (“bars”). These nuts are primarily sold under a variety of private brand names, as well as under our 
Fisher, Orchard Valley Harvest, Squirrel Brand and Southern Style Nuts brand names. We market and distribute, and in most cases, manufacture or process, a 
diverse product line of food and snack products, including bars, peanut butter, almond butter, cashew butter, candy and confections, snack and trail mixes, 
granola, sunflower kernels, dried fruit, corn snacks, sesame sticks, other sesame snack products and baked cheese snack products under our brand names, 
including Just the Cheese, and under private brands. Our products are sold through three primary distribution channels, including food retailers in the consumer 
channel, commercial ingredient users and contract manufacturing customers.
Our website is accessible to the public at http://www.jbssinc.com. Information about us, including our code of ethics, annual reports on Form 10-K, quarterly 
reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports are made available free of charge through our website as soon as 
reasonably practicable after such reports have been filed with the United States Securities and Exchange Commission (the “SEC”). Our materials filed with the 
SEC are also available on the SEC’s website at http://www.sec.gov. References to our website addressed in this Form 10-K are provided as a convenience and do 
not constitute, and should not be viewed as, an incorporation by reference of the information contained on, or available through, the website. Therefore, such 
information should not be considered part of this Form 10-K.
Our headquarters and executive offices are located at 1703 North Randall Road, Elgin, Illinois 60123, and our telephone number for investor relations is (847) 
289-1800, extension 4612. 
b. Segment Reporting 
We operate in a single reporting unit and operating segment that consists of selling various nut and nut related products and bars through three distribution 
channels with a similar distribution model. See Part II, Item 8 — “Financial Statements and Supplementary Data” for our net sales, net income and total assets. 
c. Narrative Description of Business 
(i) General 
We are one of the leading processors and distributors of tree nuts and peanuts in the United States, and we also manufacture and distribute a complete portfolio of 
private brand bars. We primarily manufacture and distribute private brand products, as well as manufacture and market nut products under the Fisher, Orchard 
Valley Harvest, Squirrel Brand and Southern Style Nuts brand names. Through a deliberate strategy of focused capital expenditures and complementary 
acquisitions, we have built a generally vertically integrated nut processing operation that enables us to control almost every step of the process for pecans, 
peanuts and walnuts, including procurement from growers, shelling, processing, packaging and marketing. Vertical integration allows us to enhance product 
quality and, in most crop years, purchase inshell pecans, peanuts and walnuts from growers at lower costs as opposed to purchasing these nut meats from other 
shellers. We believe that our business model typically works to our advantage in terms of increased cost savings for raw materials and provides us with better 
insight into crop development. 

3
Our brands are some of the most well-recognized in the packaged food industry. In recent years, we have developed Fisher recipe nuts among the leading brands 
in the category through strong marketing campaigns, merchandising, and promotional support to retailers. We launched innovation with our Orchard Valley 
Harvest and increased distribution on our Fisher snack nut brands in many retailers and also expanded into new channels with Southern Style Nuts and Squirrel 
Brand. Our branded and private brand products are sold through the major distribution channels to significant buyers of nuts, including food and other retailers 
(both brick and mortar and e-commerce), commercial ingredient users and contract manufacturing customers. Selling through multiple distribution channels 
allows us to generate multiple revenue opportunities for the nuts we process. For example, pecan halves could be sold to food retailers under our Fisher brand, 
and pecan pieces could be sold to commercial ingredient users. We process and sell all major nut types consumed in the United States, including peanuts, pecans, 
cashews, walnuts and almonds (our major nut types). These are sold in a wide variety of innovative packaging, which provides our customers a complete nut 
product offering. 
(ii) Principal Products
Our principal products are raw and processed nuts and bars. Including trail and snack mixes, these products accounted for approximately 92% of our gross sales 
for the last three fiscal years. The nut product line includes almonds, pecans, peanuts, black walnuts, English walnuts, cashews, macadamia nuts, pistachios, pine 
nuts, Brazil nuts and filberts. Our nut products are sold in numerous package styles and sizes, and we offer our nut products in a variety of different styles and 
seasonings. The bar product line includes chewy granola, fruit and grain, sweet and salty, dipped chewy granola, crunchy, energy, fiber and nut bars. We sell our 
products domestically to retailers and wholesalers as well as to commercial ingredient and contract manufacturing customers. For more information about our 
revenues in our various distribution channels, see Part II, Item 8 — “Financial Statements and Supplementary Data”. 
Furthermore, we manufacture and market peanut butter in several sizes and varieties. We also market and distribute, and in many cases process and manufacture, 
a wide assortment of other food and snack products. These other products include salad toppings, dried fruit and chocolate and yogurt coated products sold to 
retailers and wholesalers. Recipe ingredients are sold to retailers, wholesalers and commercial ingredient customers. Additionally, bulk food products are sold to 
commercial ingredient users. Moreover, an assortment of sunflower kernels, pepitas, snack mixes, almond butter, cashew butter, candy and confections, corn 
snacks, sesame sticks and other sesame snack products are sold to retail supermarkets, mass merchandisers and commercial ingredient users with a wide variety 
of toppings for ice cream and yogurt sold to commercial ingredient users. 
(iii) Customers and Channels 
We sell our products to approximately 210 customers through the consumer, commercial ingredient and contract manufacturing distribution channels. The 
consumer channel is our largest channel by sales and supplies nut-based and bar products, including consumer-packaged products, to retailers in the United States 
including supermarket chains, wholesalers, supercenters, internet retailers and other retail outlets. We sell products through the consumer channel under our 
brand names, including the Fisher, Orchard Valley Harvest, Squirrel Brand, Southern Style Nuts and Just the Cheese brands, as well as under our customers’ 
private brands. The commercial ingredient channel supplies nut-based products to other manufacturers to use as ingredients in their final food products such as 
bakery, confection, cereal and ice cream. This channel produces nut-based products that are customized to the specifications of chefs, national restaurant chains, 
foodservice distributors, fast food chains, institutions and hotel kitchens. We sell products through the commercial ingredient channel under our Fisher brand and 
our customers’ private brands. Our contract manufacturing channel primarily processes and packages nut and fruit-based snacks for other food companies under 
their brand names and in accordance with their specifications. 
We are dependent on a few significant customers for a majority of our total net sales, particularly in the consumer channel. Net sales to Walmart Inc. accounted 
for approximately 40% of our net sales for fiscal 2025, 39% of our net sales for fiscal 2024 and 36% of our net sales for fiscal 2023. Net sales to Target 
Corporation accounted for approximately 11% of our net sales for fiscal 2025, 13% of our net sales for fiscal 2024 and 15% of our net sales for fiscal 2023. No 
other customer accounted for more than 10% of net sales for any period presented. 
(iv) Sales and Distribution 
We market our products through our own sales department and through a network of approximately 55 independent brokers, independent distributors and 
suppliers, including group purchasing organizations. 
We distribute products from each of our principal facilities. The majority of our products are shipped from our facilities by contract and common carriers. 

4
We also operate a retail store at our Elgin headquarters. This store sells Fisher snack and recipe products, Orchard Valley Harvest, Squirrel Brand, Southern 
Style Nut and Just the Cheese products, bulk foods and other products, produced by us and other vendors directly to consumers.
(v) Marketing 
Marketing strategies are developed for each distribution channel and focus primarily on branded products. Branded consumer efforts concentrate on building 
brand awareness, developing, identifying and introducing new products, attracting new customers and increasing distribution and consumption in the snack nut, 
recipe nut and produce categories. Private brand and commercial ingredient channel efforts are focused on category management, new product identification and 
introduction, brand awareness and merchandising support. 
A significant portion of our branded marketing efforts are focused on compelling consumer campaigns that include advertisements (e.g., online video, social and 
influencer activations and partnerships, search engine marketing and media partnerships), product sampling and coupon offers. Our integrated marketing efforts 
for the Fisher brand include influencers and media partnerships. Additionally, shipper display units and other point of sale promotions are utilized in retail stores 
in an effort to gain additional temporary product placement and to drive sales volume. We work with third-party information agencies, such as Circana (formerly 
IRi), to monitor the effectiveness of our marketing and measure product growth in comparison to our competition and the product category. 
Commercial ingredient trade promotion typically includes periodically attending regional and national trade shows, trade publication advertising and one-on-one 
marketing efforts. These promotional efforts highlight our processing capabilities, broad product portfolio, product customization and packaging innovation. 
Through participation in several trade associations, funding of industry research and sponsorship of educational programs, we support efforts to increase 
awareness of the health benefits, convenience and versatility of nuts as both a snack and a recipe ingredient among existing and future consumers of nuts. We 
also manufacture trail mixes and bars that are designed to give our customers and their families options in their snacking choices that range from healthy to 
indulgent. We expect to continue increasing our participation and funding with trade associations and groups to focus on sustainability efforts while continuing to 
partner with farmers to further mitigate climate and other environmental risks. 
(vi) Competition 
Our nuts, bars and other snack food products compete against products manufactured and sold by numerous other companies offering branded and private brand 
products in the snack food industry, some of whom are substantially larger, have greater resources than us and may be better positioned relative to potential 
tariffs. In the nut industry, we compete with, among others, Hormel Foods Corp. (Planters brand), Diamond brand and numerous regional snack food processors. 
In the bar industry, we compete with, among others, General Mills (Nature Valley brand), PepsiCo, Inc. (Quaker brand), Mondelez (CLIF brand), Kellanova 
(Nutrigrain brand), Mars (KIND brand) as well as regional bar manufacturers. Competitive factors in our markets include price, product quality, customer 
service, breadth of product line, brand name awareness, method of distribution, sales promotion, category management, service level compliance and innovation. 
The combination of our generally vertically integrated operating model with respect to pecans, peanuts and walnuts, our product quality, product offering, brand 
strength, innovation, distribution model and our focus on nut, bar and nut related products generally enable us to compete in each of these categories; however 
there can be no guarantee that our products will continue to be competitive with many of our larger competitors. See Part I, Item 1A — “Risk Factors”. 
(vii) Raw Materials and Supplies 
We purchase nuts from domestic and foreign sources. In fiscal 2025, all of our walnuts, almonds and peanuts were purchased from domestic sources. We 
purchase our pecans from the southern United States and Mexico. Cashew nuts are imported from Vietnam and certain West African countries. For fiscal 2025, 
approximately 28% of the dollar value of our total nut and dried fruit purchases was from foreign sources. 
Competition in the nut shelling industry is driven by shellers’ ability to access and purchase raw nuts, to shell the nuts efficiently and to sell the nuts to 
processors. We shell all major domestic nut types, with the exception of almonds, and are among a few select shellers who further process, package and sell nuts 
to the end-user. Raw material pricing pressure and the high cost of equipment automation have previously contributed to a consolidation among shellers across all 
nut types, especially peanuts and pecans. 
As discussed, we are generally vertically integrated with respect to pecans, peanuts and walnuts. Unlike our major consumer distribution channel competitors 
who purchase nuts on the open market, we purchase a substantial portion of our pecans, peanuts and walnuts directly from growers. 

5
Due, in part, to the seasonal nature of the industry, we maintain significant inventories of peanuts, pecans and walnuts especially in the second and third quarters 
of our fiscal year. Fluctuations in the market price of pecans, peanuts and walnuts and other nuts may affect the value of our inventory and thus may also affect 
our gross profit and gross profit margin. See Part I, Item 1A — “Risk Factors”. Certain products in the bar industry are seasonal as well and we maintain 
significant inventories of certain bar products in the fourth quarter of our fiscal year for sales in the first quarter of our fiscal year.
We purchase other inventory items and packaging materials such as roasting oils, seasonings, plastic jars, labels, wrappers, boxes, stand-up bags and composite 
and clear-plastic cans from other third parties. Material costs, including tree nuts, peanuts, other commodities, packaging and other edible ingredients, including 
rolled oats, represented approximately 73% of our total cost of sales for fiscal 2025. 
(viii) Trademarks and Patents 
We market our products primarily under name brands, including the Fisher, Orchard Valley Harvest, Squirrel Brand, Southern Style Nuts and Just the Cheese 
brand names. Fisher, Orchard Valley Harvest, Squirrel Brand, Southern Style Nuts and Just the Cheese are registered as trademarks with the U.S. Patent and 
Trademark Office as well as in various other foreign jurisdictions. We do not own any trademarks for any private brands. Those trademarks are owned by the 
respective private brand customer. Our trademarks are important as they provide our customers with information about the quality of our products. However, 
registration and use of our trademarks in foreign jurisdictions may be subject to certain risks in addition to other risks generally related to our intellectual 
property. See Part I, Item 1A — “Risk Factors”. We also own several patents of various durations. For the foreseeable future, we expect to continue to renew 
those trademarks that are important to our business as well as expand registration of our trademarks into new jurisdictions. We intend to protect our intellectual 
property rights vigorously. 
(ix) Human Capital 
As of June 26, 2025, we had approximately 1,900 full-time employees. 
We recognize that for our company to be successful, our employees must be healthy, well-trained and motivated to do their best every day. Therefore, we focus 
on attracting, retaining and effectively engaging our employees. The key aspects of our human resources program and objectives are as follows: 
Health and Safety: As a producer, manufacturer and processor of nuts, nut-related products and bars, we are subject to extensive food and employee safety laws 
and regulations. We place a high priority on employee health and safety as part of our continuous improvement culture. Our commitment to safety is reflected in 
our proactive approach to injury and accident prevention, as well as risk elimination. Our total occupational injury rate remains in line with the food 
manufacturing industry average, but we strive to surpass these standards through continuous enhancement of our safety programs. We invest in advanced systems 
and controls, focusing on training, machine guarding and forklift safety, to ensure a safe working environment. During fiscal 2025, we continued refining our 
programs, emphasizing the most critical safety matters. By prioritizing risks and addressing them proactively, we are dedicated to building a sustainable safety 
culture that protects our employees and upholds the highest standards of health and safety.
Training, Development and Promotion: We believe that training, developing and promoting our employees is a cornerstone of our vibrant employee culture. By 
investing in our existing talent, we enhance performance and maintain high levels of employee satisfaction. Our commitment to upskilling our workforce is 
reflected in the variety of training programs we offer, covering professional development, workplace fundamentals, business, computer applications and industry-
specific subjects such as our Nutology-101 courses. We also conduct annual mandatory training for all employees on topics such as food safety, workplace safety 
and various regulatory and compliance-related subjects. Our mentorship program pairs emerging talent with executive leadership, broadening talent networks, 
increasing exposure to cross-functional initiatives and building leadership competencies. By prioritizing the development of our existing employees, we foster a 
sustainable and impactful leadership culture. In fiscal 2025, approximately 13% of our employees were promoted into roles with greater responsibilities. 
Employee Engagement: In fiscal 2025, we continued to focus on employee engagement and retention. We believe that credible leadership drives engagement 
and promotes retention. Therefore, we purposefully continue to emphasize the importance of being an effective leader and offer various leadership training 
courses to our management team. In fiscal 2025, all people managers had an annual goal of being an inclusive and engaging leader, which was measured by the 
leadership engagement score obtained through the annual employee engagement survey. Additionally, we periodically conduct employee surveys to monitor 
employee satisfaction, engagement and concerns.

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Employee Rewards: Through our Sanfilippo Value Added (“SVA”) and Total Team Performance (“TTP”) incentive programs, we provide annual cash bonus 
opportunities to motivate and reward our employees, as well as align their interests with those of our stockholders. Employees participate in the SVA or TTP 
program, not both. Approximately 17% of our employees participate in the SVA program and approximately 83% participate in the TTP program. In addition to 
the SVA and TTP incentive programs, we offer annual sales incentives to our sales and marketing employees and annual monetary leadership awards to our top 
performers across all functions. We are also proud to offer a comprehensive and competitive benefits package designed to meet the diverse needs of our 
employees at every stage of life, which includes a company-sponsored healthcare program, a student loan repayment program, a 401(k) program with a 
competitive company matching contribution and a non-qualified deferred compensation plan to provide executives with the opportunity to accumulate assets for 
retirement on a tax-deferred basis. We continue to closely monitor the competitiveness of our compensation programs. In fiscal 2025, 93% of our employees 
received wage adjustments. 
Codes of Conduct; Oversight of Concerns: We maintain codes of conduct and ethics policies designed to promote ethical conduct of our employees and agents. 
We maintain a robust program to address employee concerns and complaints, which includes an anonymous incident reporting system, periodic employee 
surveys and suggestion boxes that can result in monetary awards. Our employees are made aware of such reporting system through various communication 
methods, including assurances against retaliation. We regularly monitor best practices in this area to ensure our policies and practices are updated as appropriate. 
(x) Seasonality 
Our business is seasonal. Demand for peanut and tree nut products is highest during the last four months of the calendar year. Peanuts, pecans and walnuts, three 
of our principal raw materials, are primarily purchased between September and February and are processed throughout the year until the following harvest. 
Demand for bars is the highest during our first fiscal quarter. As a result of this seasonality, our personnel requirements rise during the first half of our fiscal year. 
Our working capital requirements generally peak during the third quarter of our fiscal year. 
(xi) Government Regulations, Operating Hazards and Uninsured Risks 
The sale of food products for human consumption involves the risk of injury to consumers as a result of product contamination or spoilage, including the 
presence of shell fragments, foreign objects, insects, foreign substances, pathogens, chemicals, mycotoxins and other hazards, or agents or residues introduced 
during the growing, storage, handling, processing or transportation phases. We (i) maintain what we believe to be rigid quality control standards and food safety 
systems that is evident in our annual Safe Quality Food (“SQF”) certification at each manufacturing facility; (ii) generally inspect our nut and other food products 
by visual examination, screening, metal detectors or electronic monitors at various stages of our shelling and processing operations; (iii) work with the United 
States Department of Agriculture (“USDA”) in its inspection of peanuts shipped to and from our peanut shelling facilities; (iv) maintain robust environmental 
pathogen programs; (v) seek to comply with the Nutrition Labeling and Education Act by labeling each product that we sell with labels that disclose the 
nutritional value and content of each of our products and (vi) assure compliance with the United States Food and Drug Administration (“FDA”) Food Safety 
Modernization Act (“FSMA”) through our comprehensive Food Safety Plans which include following Current Good Manufacturing Practices and control 
biological, chemical and physical hazards through our Process, Sanitation, Allergen and Supply Chain Preventive Controls. However, no assurance can be given 
that some nut or other food products sold by us may not contain or develop harmful substances. In order to mitigate this risk, we strive to select high-quality nut 
and ingredient suppliers as well as maintain product liability and contaminated product insurance at amounts we believe are adequate in light of our operations. A 
portion of our annual capital expenditure budget is allocated for compliance with government-mandated food safety standards. Compliance with food safety 
standards and other government regulations may have an impact on our operations and earnings, particularly if we fail to satisfy such standards or regulations and 
our products are recalled, harm our consumers or harm our Company’s reputation and standing as a leader of branded and private brand nut, bar, and other snack 
products. See Part I, Item 1A — “Risk Factors”. 

7
Item 1A — Risk Factors 
We face a number of significant risks and uncertainties, and therefore, an investment in our Common Stock is subject to risks and uncertainties. The factors 
described below could materially and adversely affect our business, results of operations and financial condition. While each risk is described separately, some of 
these risks are interrelated and it is possible that certain risks could trigger the applicability of other risks described below. Also, the risks and uncertainties 
described below are not the only ones that we face. Additional risks and uncertainties not presently known to us or risks we view as not rising to the level of 
being material, could also potentially impair our business, results of operations and financial condition. Investors should consider the following factors, in 
addition to the other information contained in this Annual Report on Form 10-K, including Part II, Item 7 — “Management’s Discussion and Analysis of 
Financial Condition and Results of Operations — Liquidity and Capital Resources” before deciding to purchase our Common Stock. 
Industry Risks 
We Have Limited Ability to Control the Availability or Cost of Raw Materials and this May Have a Material Adverse Effect on Our Results of Operations, 
Cash Flows and Financial Condition
The availability and cost of raw materials for producing our products are subject to crop size and yield fluctuations caused by factors beyond our control. These 
materials include peanuts, pecans, almonds, cashews, walnuts, pine nuts and other nuts, rolled oats, dried fruits and seeds, cocoa, as well as vegetable oils and 
other products used in the manufacture of our products. The factors beyond our control include adverse weather conditions, natural disasters (including floods, 
droughts, frosts, earthquakes and hurricanes), changing climate patterns, plant diseases, foreign currency fluctuations, trade agreements, tariffs and embargos, 
import/export controls, prices of other crops, labor shortages, inflationary conditions, political change and unrest, sanctions, boycotts, revised sourcing 
regulations, armed hostilities, such as those in Ukraine and in the Middle East, changes in global customer demand, pandemics and disease, changes in 
government agricultural programs, government support of any agricultural products, federal and state government mandates related to the preceding or otherwise 
and purchasing behavior of certain countries, including China and India. Additionally, any determination by the USDA or other government agencies may also 
reduce the supply of edible nuts and other raw materials used in our products and could (among other things) cause our costs to increase significantly. These 
determinations include, but are not limited to, that certain pesticides, herbicides or other chemicals used by growers have left harmful residues on portions of the 
crop, negatively impact the environment, cause or may cause adverse health consequences, any portion of the crop has been contaminated by aflatoxin or other 
agents, or any future raw material or product recalls for other reasons. 
Because these raw materials are commodities, their prices are set by the market and can therefore fluctuate quickly and dramatically due to varied events, such as 
those described above. Furthermore, we are not able to hedge against changes in nut commodity prices because no appropriate futures, derivative or other risk-
sharing market for these commodities exists nor can we create such a market. Consequently, in order to achieve or maintain profitability levels, we attempt to 
increase the prices of our products to reflect the increase in the costs of the raw materials that we use. However, we may not be successful in passing along partial 
or full price increases to our customers, if at all. In addition, even if we are successful in passing across partial or full price increases, we may not be able to do so 
in a timely fashion. Our ability to raise prices and the timing of any price increases is often dependent upon the actions of our competitors, some of whom are 
significantly larger and more diversified than we are or own farms which produce the raw materials. We have observed rapid inflation with respect to packaging 
and other products used to manufacture and package our products and general inflationary conditions that are difficult to predict, and we may not be able to pass 
along such inflationary increases to our customers or may not be able to do so in a timely fashion. We have also observed tariffs and the threat of tariffs causing 
increased or uncertain prices and uncertainty in the markets in which we operate, including for the purchase of certain equipment for the manufacture of products. 
Additionally, any such product price increase that we are able to pass along to our customers may ultimately reduce the demand for, and sales of, our products as 
customers reduce purchases, buy lower priced products or lower margin products. Alternatively, if the prices of any raw materials significantly decrease, and we 
have inventories of such materials on hand, we may be unable to reduce product prices without adversely impacting our gross margins or our customers will not 
pass along price decreases, which could impact overall demand. Any competitors who purchase such material on the open market or own the farms which 
produce the raw materials may be able to reduce prices in a more timely manner, and we could lose market share to such competitors. We are also subject to risks 
associated with purchasing a majority of our pecans, peanuts and walnuts directly from growers, including the risk of purchasing such products from growers at 
costs that later, due to altered market conditions, prove to be above prevailing market prices at time of sale. Accordingly, because we purchase a majority of our 
pecans, peanuts and walnuts directly from growers during harvest season and shell and process these nuts throughout our fiscal year, there is a possibility that, 
after we acquire these nuts, market conditions may change. Depending on these changing market conditions, we may be forced to sell these nuts at reduced prices 
relative to our acquisition cost. Any one or more of the foregoing aspects may have a material adverse effect on our results of operations, cash flows and financial 
condition. 

8
Moreover, fluctuations in the market prices of nuts may affect the value of our inventories, margins and profitability. We enter into fixed price commitments with 
a portion of our commercial ingredient customers and certain other customers. The commitments are for a fixed period of time, typically three months to twelve 
months. Such commitments with a term of six months or more represented approximately 2% of our annual net sales in fiscal 2025. Sometimes we enter into 
fixed price commitments with respect to certain nut products before fixing our acquisition costs in order to maintain customer relationships or when, in 
management’s judgment, market or crop harvest conditions so warrant. To the extent we do so and our fixed prices are not properly aligned with our acquisition 
costs, these fixed price commitments may result in reduced or negative gross profit margins, which could have a material adverse effect on our financial 
condition and results of operations. 
We Operate in a Competitive Environment Which Could Materially and Adversely Affect our Financial Condition and Results of Operations 
We operate in a highly competitive environment. The principal areas of competition are, among others, taste, flavor, quality, packaging, price, nutrition, brand 
recognition, advertising, promotion, convenience and service. Our principal products compete against food and snack products manufactured and sold by 
numerous regional, national and international companies, some of which are substantially larger and have greater resources than us, such as Hormel Foods Corp. 
(Planters brand), Diamond Brand, General Mills (Nature Valley brand), PepsiCo, Inc. (Quaker brand), Mondelez (CLIF brand), Kellanova (Nutrigrain brand), 
Mars (KIND brand), among others. Most of our competitors that sell and market the other top branded snack nut products and bars have committed more 
financial, marketing and other resources to such brands when compared to the resources available to or spent by us on our brands. Additionally, many food 
retailers, supercenters, mass merchandisers and internet retailers have continued to emphasize their own private brand offerings as a key part of their strategy and 
may develop or expand their own private brand nut and nut product offerings and private brand bar offerings, to the exclusion of our branded products or private 
brand products, particularly in an uncertain economic environment or due to inflationary conditions. Certain other grocery retailers, such as international stores or 
smaller format stores, may not stock our products. Other smaller competitors may be able to focus on faster-growing, niche markets that we are unable to market 
effectively to or otherwise sell to due to our size, operations, marketing strategy or perceptions regarding our Company. Additionally, certain food retailers and 
internet retailers may seek to invest in companies serving certain niche markets and/or offer shelf space, added promotional activity or other marketing efforts in 
exchange for ownership in such companies, which we are unable to offer to such food retailers or internet companies. Recent consolidation and mergers and 
acquisitions activity in the nut and snack food market has resulted in price competition as part of such consolidation or mergers and acquisitions activity. Many of 
our competitors buy their nuts on the open market and are thus not exposed to the risks of purchasing inshell pecans, peanuts, walnuts and other nut types directly 
from growers at fixed prices that later, due to altered market conditions, may prove to be above prevailing market prices. We also compete with other shellers in 
the commercial ingredients market and with regional processors in the retail and wholesale markets. In order to maintain or increase our market share, we must 
continue to price our products competitively and spend on marketing, advertising, new product innovation and shelf placement and slotting fees. This may cause 
a decline in gross profit margin if we are unable to increase sales volume or otherwise reduce our costs, which could materially and adversely affect our financial 
condition and results of operations. 
Significant Private Brand Competitive Activity Could Materially and Adversely Affect Our Sales and as a Result Our Financial Condition and Results of 
Operations 
Some customer buying decisions, including some of our largest private brand customers, are based upon a periodic bidding process in which a single, successful 
bidder is assured the right to sell the selected product or products to the food retailer, supercenter, mass merchandiser, club store or internet retailer until the next 
bidding process to the exclusion of other bidders. Our sales volume may decrease significantly if our bids are too high and we lose the ability to sell products 
through these channels, even temporarily. Alternatively, we risk reducing our margins if our bids are successful, but below our desired price points. In addition, 
our margins could be further reduced if commodity prices or other input prices subsequently rise and customers are unwilling or unable to accept price increases. 
The nut and snack food industry has experienced consolidation and significant mergers and acquisitions activity in recent years. If certain of our competitors elect 
to reduce prices in order to increase sales or market share, our market share could decrease and this could adversely affect our financial condition and results of 
operations. 
Many food retailers, supercenters, mass merchandisers, club stores and internet retailers have sought to develop or expand their private brand offerings in recent 
years. Should any of our significant customers elect to introduce or expand their private brand programs, and we do not participate in such programs, including 
due to undesirable margins or selling prices, our sales volume and margins could be negatively impacted. This is because the private brand programs would 
directly compete against our branded products or exclude our private brand or branded products due to shelf space or other concerns. Any of these outcomes may 
materially and adversely affect our financial condition and results of operations. 

9
Changing Consumer Preferences and Demand Could Materially and Adversely Affect Our Financial Condition and Results of Operations 
Our financial performance depends in part on our ability to anticipate and offer products to our customers that appeal to their preferences. Consumer preferences 
can quickly change based on a number of factors beyond our control. These preferences may include, but are not limited to, preference for branded or private 
brand products, options to purchase such products and the format, and various quantity or volume sizes of such products. If we fail to anticipate, identify or react 
quickly to these changes and are unable to develop and market new and improved products or otherwise offer products that meet consumer preferences, demand 
for our products could suffer. In addition, demand for our products could be affected by consumer concerns regarding the labeling, packaging, flavors, manner of 
preparing our products or concerns with respect to the health effects of nutrients or ingredients (including oils and dyes) in any of our products or the overall 
sustainability or impact of our products on the environment. The development and introduction of new products and packaging or alteration of existing products 
and packaging requires substantial research and development, testing and marketing expenditures, which we may be unable to recover fully if the new products 
do not achieve the necessary commercial success. New product introduction also results in increased costs, including from the use of new manufacturing 
techniques, capital expenditures, new raw materials and ingredients, new or revised methods of processing, additional labor and consulting expenses, 
development or revision of packaging and labeling and additional marketing and trade spending. Consumers are also purchasing food products with increasing 
frequency outside traditional retail supermarkets, including via the Internet. If we are unable to provide customers with our products outside traditional retail 
supermarkets, supercenters and club stores, demand for our products could suffer and/or we will be unable to grow our business. Customers may also use phone-
based applications to determine perceived health factors of our products, which we have little to no control over. Reduction in demand as a result of changing 
consumer preferences or inability to provide consumers with products they demand, or in the manner they demand, could materially and adversely affect our 
financial condition and results of operations.
We are Subject to Customer Pricing Pressures and Retail Consolidation Trends Which Could Materially and Adversely Affect Our Financial Condition and 
Results of Operations 
As the retail grocery trade continues to consolidate and our retail customers grow larger, become more sophisticated, use data and artificial intelligence (AI) for 
purchasing decisions and obtain more purchasing power, our retail customers are demanding lower pricing, especially private brand customers, and increased free 
or discounted promotional programs. Further, these retail customers may begin to place a greater emphasis on the lowest-cost supplier in making purchasing 
decisions, especially during periods of increased or variable raw material acquisition costs or rapid inflation. An increased focus on the lowest-cost supplier could 
reduce the benefits of some of our competitive advantages, which include a focus on customer service, innovation, production capacity, category management 
and quality. As the retail environment consolidates, many customers are reducing inventories or focusing on a limited number of brands (often the number one or 
number two brand by market share) or a limited number of products or SKUs in making purchasing decisions. In addition, certain customers in the retail channel, 
such as dollar stores and other discount sellers, have become increasingly sophisticated and may demand similar pricing to retail grocery customers. As part of 
the retail consolidation trend, diversified companies with substantial Internet presences have increased their food offerings or purchased retail supermarkets to 
expand their grocery business, particularly as such companies focus on food delivery direct to consumers. Such companies have substantial pricing power and 
may focus on their products to the exclusion of our products. If we fail to respond to these trends, our sales volume growth could suffer, and it may become 
necessary to lower our prices and increase promotional support of our products. Any of these factors would materially and adversely affect our gross profit and 
gross profit margin and could materially and adversely affect our financial condition and results of operations. 
Food Safety, Allergy and Product Contamination Concerns Could Have a Material Adverse Effect on Our Financial Condition and Results of Operations 
If consumers in our principal markets lose confidence in the health or safety of nut and bar products, particularly with respect to peanut and tree nut allergies, 
food borne illnesses, processes, ingredients and packaging used in the manufacturing process or other food safety matters, this could materially and adversely 
affect our financial condition and results of operations. Individuals with nut allergies may be at risk of serious illness or death resulting from the consumption of 
our nut and bar products, including consumption of the products of our customers which in turn contain our products as an ingredient. Notwithstanding our 
existing food safety controls, we process peanuts and tree nuts on the same equipment, and there is no guarantee that our other products will not be cross-
contaminated. Concerns generated by risks of peanut and tree nut cross-contamination and other food safety matters, including food borne illnesses, may 
discourage consumers or our customers from buying our products, cause production and delivery disruptions or result in product recalls. Product safety issues 
concerning the products we manufacture, distribute and sell, and also concerning similar products not manufactured, distributed or sold by us, may materially and 
adversely affect demand for products in the nut industry as a whole, including products without actual safety problems. Decreases in demand for products in the 
industry generally could have a material adverse effect on our financial condition and results of operations. In addition, the cooling system at our Elgin, Illinois 
facility utilizes ammonia. If a leak in the system were to occur, there is a possibility that the inventory in cold storage at our Elgin, Illinois facility could be 
destroyed which could have a material adverse effect on our financial condition and results of operations. 

10
Product Liability, Product Recalls, Product Labeling and Product Advertising Claims May Have a Material Adverse Effect on Our Results of Operations and 
Cash Flows 
We face risks associated with product liability claims, product recalls and other liabilities in the event: (i) our food safety and quality control procedures are 
ineffective or fail, (ii) we procure products or packaging from third parties that are or become subject to a recall, regardless of whether or not our food safety and 
quality control procedures are ineffective or fail, (iii) our products or packaging cause injury or become adulterated or misbranded, (iv) our products are 
determined to be promoted or labeled in a misleading fashion or do not contain required labeling or notices, (v) government authorities test our products and 
determine that they contain a contaminant or present a food safety risk, (vi) our products are tampered with, (vii) one of our competitors is subject to claims, 
recalls or other liabilities involving products similar to ours or (viii) federal, state or other government agencies or courts determine that our products could pose 
health risks or contain potentially harmful chemicals, ingredients or other substances. In recent years, the food industry has been a target of litigation over product 
labeling and advertising, including nut and bar products. Such litigation may result in significant costs to defend and resolve. In addition, we do not control the 
labeling of the products of our customers that contain our products as an ingredient. A product recall of a sufficient quantity or significant adverse publicity, a 
significant product liability judgment against us, a significant advertising-related liability or other safety concerns (whether actual or claimed) could impact our 
products in a number of ways. These impacts could include unavailability of our product for a period of time, re-labeling or re-packaging products, loss of 
consumer confidence in our products and exposure to liabilities in excess of any insurance we maintain for such events, including to our private brand customers. 
As customers request revised and more sophisticated packaging, our packaging solutions may result in manufacturing defects or errors in the manufacture of such 
packaging, which could cause us to recall the products despite having proper food safety protocols. If these kinds of events were to occur, they would have a 
material adverse effect on the demand for our products, subject us to costly recalls or withdrawals, require us to spend significant amounts to change our 
operations to remedy such issues, and, consequently, could have a material adverse effect on our results of operations and cash flows.
Increased Production, Materials, Transportation and Insurance Costs Could Materially and Adversely Affect Our Financial Condition and Results of 
Operations 
Our results are dependent on controlling a variety of costs, including multiple costs related to the manufacture and production of our products. In the past we have 
experienced variability in transportation costs due to additional demand in shipping by a variety of market participants, a general shortage of drivers due to health 
and safety concerns, and increased fuel costs and federal regulations, which require increased monitoring of driving time using electronic monitoring technology. 
In addition to transportation costs, we have experienced (and may continue to experience) increased commodity or raw material costs, increased packaging 
material prices, higher general water, energy and fuel costs, increased labor costs as well as increased insurance costs, such as for property and workers’ 
compensation insurance. Maintaining the prices of our products, initiating price increases (including passing along price increases for commodities used in our 
products) and increasing the demand for our products (especially when prices for our products are decreasing due to commodity price decreases), all of which are 
important to our plans to increase profitability, may be materially and adversely affected or undermined by such increases in production and operation costs. 
Material and sustained increases in any of the foregoing costs could materially and adversely affect our financial condition and results of operations. 
Technology Disruptions, Failures or Breaches, Hacking Activity, Ransomware Attacks or Other Cybersecurity Events Could Materially and Adversely Affect 
Our Financial Condition and Results of Operations 
We depend on information technology to maintain and streamline our operations, including, among other things, (i) interfacing and communicating with our 
locations, customers and suppliers, (ii) complying with financial reporting, legal and tax regulatory requirements, (iii) maintaining logistics, inventory control and 
monitoring systems, (iv) providing us with real-time feedback about our business and our industry and (v) allowing continuity of operations. Like other 
companies, our information technology systems or information technology systems of our customers, vendors, counterparties and other third party providers may 
be vulnerable to a variety of interruptions due to events beyond our control, including natural disasters, terrorist attacks, government-sponsored or affiliated 
cyberattacks, telecommunications failures, outages during replacement or upgrades, computer viruses, phishing activity, hardware failures, cloud-based 
technology outages, power outages, hackers, social engineering attacks, loss or theft of hardware, ransomware attacks, cyber risks and other security issues. We 
have technology security initiatives, cyber insurance and disaster recovery plans in place to mitigate our risk to these vulnerabilities, but these measures may not 
be adequate, particularly as the global dependence on technology grows, the sophistication of cyber threats increase. Moreover, if we are unable to prevent 
security breaches or disclosure of non-public information, we may suffer financial damage, in addition to litigation or remediation costs or penalties because of 
the unauthorized disclosure of confidential information belonging to us or to our customers, consumers, or suppliers. If we were subject to a ransomware attack, 
we may be required to pay ransom in amounts that could be material to our financial condition. 

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In addition, we have outsourced several information technology support services and administrative functions to third-party service providers. We may outsource 
other functions in the future to achieve cost savings and efficiencies, and use AI in our operations to achieve efficiencies. If the service providers to which we 
outsource these functions or our AI providers do not perform effectively, we may not be able to achieve the expected cost savings and may have to incur 
additional costs to correct errors or mitigate the problematic actions made by such service providers or AI providers. Depending on the function involved, such 
errors may also lead to business disruption, processing inefficiencies, the loss of or damage to intellectual property through security breach, the loss of sensitive 
data through security breach, or otherwise. While we or any third-party service provider have not experienced any significant disruption, failure or breach 
impacting our information technology systems, any such disruption, failure or breach could adversely affect our financial condition and results of operations. 
Increases in Labor Costs or Work Stoppages, Strikes or Other Labor Events Could Materially and Adversely Affect Our Financial Condition and Results of 
Operations
As the number of our employees has grown, personnel costs, including the costs of medical and other employee health and welfare benefits, have increased. 
These costs can vary substantially as a result of an increase in the number, mix and experience of our employees and changes in health care and other 
employment-related laws. There are no assurances that we will succeed in reducing future increases in such costs, particularly if government regulations require 
us to change our health and welfare benefits, government regulations impose additional benefits or monitoring and compliance expenses, or we need to attract 
and retain additional qualified personnel or provide extra compensation due to other reasons. Increases in personnel costs can also be amplified by low 
unemployment rates, unavailability of potential workers, increased inflation, our preferences among workers in the labor market and general tight labor market 
conditions in any of the areas where we operate. Increases in labor costs at any of our suppliers, transportation providers, third parties that we do business with or 
third parties within our supply chain may also adversely impact the cost of our raw materials and other inputs and thus increase the cost of our products. Our 
inability to control such costs could materially and adversely affect our financial condition and results of operations.
Although we consider our labor relations to be good, if a significant number of our employees engaged in a work slowdown or stoppage, strike, boycott, or other 
type of labor unrest, it could impair our ability to source, manufacture and supply our products to customers. In addition, if there is a work slowdown or stoppage, 
strike, boycott or similar labor unrest event at a customer, supplier, transportation provider, road, port or dock, third party within our supply chain or government 
agency, it could similarly impact our ability to obtain raw materials, manufacture, ship, supply, or to otherwise provide our products to our customers. Any of 
these events could result in reduced sales and may distract our management from focusing on our business and strategic priorities. Any of these activities could 
materially and adversely affect our financial condition and results of operations.
The Impact of Changing Climate Patterns Could Materially and Adversely Affect Our Financial Condition and Results of Operation 
We have observed changing climate patterns in the U.S. and internationally. These changing climate patterns have caused weather patterns to change, and we 
have experienced severe droughts, floods, frosts, hurricanes, tornadoes, cold and warmer temperatures, adverse air conditions and other previously abnormal 
natural events. These weather events could impact the ability of our growers and producers to consistently provide us with the quality and quantity of nut and nut 
related products or other raw materials that we require, and in turn, cause the prices of certain nuts and raw materials to increase or change in unpredictable ways. 
Any long-term changes in climate patterns could prevent growers from growing or harvesting nuts or other raw materials in previous quantities, or at all, as many 
nut products require particular soil, water and climate conditions in order to grow or have acceptable yields. Because we (and our growers) cannot predict, change 
or insure against changing climate patterns, our ability to react to these changes is limited. If we and our growers and producers cannot adapt to changing climate 
patterns, our financial condition and results of operations could be materially and adversely affected. 
Business Risks 
Negative Perception About Our Company, Our Values and Practices or our Branded or Private Brand Products Could Have a Material Adverse Effect on 
Our Financial Condition and Results of Operations 
Our ability to develop, maintain and continually enhance consumer and customer perceptions about our Company and our branded products is critical to 
improving our operating and financial performance. The value of our Company and our branded products is largely based on the degree to which consumers and 
customers react and respond positively to our operations and our brands. Positive views of our Company and our brand value could diminish significantly due to 
a number of factors, including (i) consumer or customer perception that we have acted in an irresponsible or reckless manner, (ii) negative perception about the 
actions or values of our Company, our management or large stockholders, (iii) adverse publicity about our products and Company operations (whether actual or 
fictitious), (iv) product recalls or failure to maintain the quality of our products, (v) the failure of our products to deliver consistently positive consumer 
experiences, (vi) concerns about food safety, allergies, or the availability of our products, (vii) concerns about the sustainability of our operations and products, or 
(viii) the actual impact or perceptions about the impact that our 

12
operations or products have on the environment. Customer, vendor, stockholder and government views on our sustainability and environmental practices and 
values can change quickly due to events beyond our control and we may not be able to effectively change or communicate our practices and values to avoid 
negative perceptions. 
In addition, our success in enhancing the value of our Company and our branded products depends on our ability to adapt to a rapidly changing media 
environment. We increasingly rely on social media and online advertising campaigns as well as advertising outside of traditional print and television channels. 
Negative posts or comments (whether actual or fictitious) about us or the type of products we produce, market or sell on online social networks, product review 
sites, message boards or similar online activity could seriously impact consumer demand for our products. We are subject to a variety of legal and regulatory 
restrictions on how we market and advertise our products. These restrictions may limit our ability to respond as the media and communications environment 
continues to evolve. If we do not react appropriately or effectively, then our product sales, financial condition and results of operations could be materially and 
adversely affected. 
We are Dependent Upon Certain Significant Customers Which Could Materially and Adversely Affect Our Financial Condition, Cash Flows and Results of 
Operations 
We are dependent on a few significant customers for a large portion of our total net sales, particularly in the consumer channel. Sales to our five largest 
customers represented approximately 67%, 66% and 64% of net sales in fiscal 2025, fiscal 2024 and fiscal 2023, respectively. As discussed in “Item 1- 
Business”, sales to Walmart and Target represented a majority of such sales to our five largest customers. There can be no assurance that all significant customers 
will continue to purchase our branded or private brand products in the same quantities, same product mix or on the same terms as in the past, particularly as 
increasingly powerful retailers demand lower pricing, different packaging, larger marketing support or payments for retail space, establish private brands or 
request other terms of sale which negatively impact our profitability or sales. Many of our largest customers emphasize sales at physical locations and a 
significant shift to Internet sales may impact the amount and types of products they purchase from us. A loss of one of our largest customers, a material decrease 
in purchases by one of our largest customers, the inability to collect a receivable from or a significant business interruption at one of our largest customers would 
result in decreased sales and would materially and adversely affect our results of operations, financial condition and cash flows. 
Our Products are Processed at a Limited Number of Production Facilities and any Significant Disruption at any of Our Production Facilities or Disruption 
with a Third-Party Supplier Could Have a Material Adverse Effect on Our Financial Condition and Results of Operations 
Our products are shelled, manufactured or otherwise processed at our various production facilities. However, certain nut and nut-related products, including the 
shelling of peanuts, walnuts and pecans and processing and packaging of certain other products, such as our bars, are conducted only at a single location. If any 
of these production facilities experience a disruption for any reason, including a work stoppage, power failure, fire, pandemic, terrorism, cyberattack, labor event 
or weather or climate related condition or natural disaster, this could result in a significant reduction or elimination of the availability of some of our products. In 
addition, a dispute with, or disruption at, a significant third-party supplier, service provider, distributor or customer may impact our ability to produce, package, 
market, transport and sell our products. If we were not able to obtain alternate production, shelling or processing capability in a timely manner or on satisfactory 
terms, this could have a material adverse effect on our financial condition and results of operations. 
Inability to Identify, Manage and Integrate Acquisitions and Joint Ventures Could Materially and Adversely Affect Our Financial Condition and Results of 
Operations 
As part of our strategy, we have and intend to make capability related acquisitions and investments in and enter into strategic relationships with established 
products and growth-stage companies to take advantage of our manufacturing and supply chain expertise and diversify our product line, such as our acquisition of 
the Lakeville facility in the 2024 fiscal year. However, we may be unsuccessful in managing or integrating completed acquisitions, joint ventures, or investments, 
identifying additional acquisitions or joint ventures, or negotiating favorable financial or other terms with third parties which are attractive or advantageous to 
grow or otherwise supplement our existing business. In addition, the identification, negotiation and completion of any acquisition, joint venture, or investment 
may divert management’s attention from ordinary business matters, require a number of one-time or ongoing advisory costs, result in the loss of employees or 
customers of our business or the acquired business, involve the assumption of unknown and potentially significant liabilities or result in impairment charges or 
write-downs if the assumptions underlying the purchase are not satisfied or operating performance suffers. Due to various uncertainties inherent in such activities, 
we may be unable to achieve a substantial portion of any anticipated benefits or cost savings from previous acquisitions, joint ventures, or investments or other 
anticipated benefits in the timeframe we anticipate, or at all. 
Any inability to realize the anticipated benefits from any of the foregoing could materially and adversely affect our financial condition and results of operations. 

13
Regulatory and Legal Risks 
We are Subject to Government Regulation Which Could Materially and Adversely Affect Our Results of Operations 
We are subject to extensive regulation by the FDA, the USDA, the United States Environmental Protection Agency (“EPA”) and other state, local and foreign 
authorities in jurisdictions where our products are manufactured, processed or sold. We are also subject to California’s Proposition 65, which requires that clear 
and reasonable warnings be given to consumers who are exposed to certain chemicals deemed by the state of California to be dangerous. Among other things, 
these regulations govern the manufacturing, importation, processing, packaging, storage, distribution, advertising and labeling of our products. Our 
manufacturing and processing facilities and products are subject to periodic compliance inspections by federal, state, local and foreign authorities. We are also 
subject to environmental regulations governing the discharge of air emissions, water and food waste, the usage and storage of pesticides, and the generation, 
handling, storage, transportation, treatment and disposal of waste materials. Amendments to existing statutes and regulations, adoption of new statutes and 
regulations, increased production at our existing facilities as well as our expansion into new operations and jurisdictions may require us to obtain additional 
licenses and permits and could require us to adapt or alter methods of operations at costs that could be substantial. Due to changing climate patterns and concerns 
over the environmental impact or sustainability of our products, we may be subject to additional governmental regulations focused on how we produce or source 
raw materials for our products. Compliance with applicable laws and regulations may be time-consuming, expensive or costly to us in different ways and could 
materially and adversely affect our results of operations. Failure to comply with applicable laws and regulations could subject us to civil remedies, including 
fines, injunctions, recalls or seizures, as well as possible criminal sanctions, or other litigation and claims, which could materially and adversely affect our results 
of operations. 
Specifically, governmental policies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, incentives and import and export restrictions on 
agricultural commodities and commodity products, can influence the planting, location and size of certain crops, whether commodity products are traded, the 
volume and types of imports and exports, and the viability and volume of production of certain of our products. In addition, international trade disputes, sanctions 
and armed hostilities can adversely affect commodity trade flows by limiting or disrupting trade between countries or regions. Future government policies may 
adversely affect the supply of, demand for, and prices of our products, restrict our ability to do business in its existing and target markets, and negatively impact 
our revenues and operating results. 
The FSMA gives the FDA expanded authorities over the safety of the national food supply, including increased inspections and mandatory recalls, as well as 
stricter enforcement actions, each of which could result in additional compliance costs and civil remedies, including fines, injunctions, withdrawals, recalls or 
seizures and confiscations. The FSMA further instructed the FDA to develop new rules and regulations, including the performance of hazard analyses, 
implementation of preventive plans to control hazards, and foreign supplier verification provisions, mitigation strategies to protect food against intentional 
adulteration, sanitary transport of food and food traceability. We currently have food safety plans which build upon established food safety principles of “hazard 
analysis and critical control points” (“HACCP”) procedures and developed food defense plans that address concerns as a result of FSMA. HACCP is a 
management system in which food safety is addressed through the analysis and control of hazards from raw material production, procurement and handling, to 
manufacturing, distribution and consumption of the finished product. 
We are a publicly traded company and subject to changing rules and regulations of federal and state governments as well as other regulatory entities. These 
entities, including the Public Company Accounting Oversight Board, the SEC, the Department of Justice and the Nasdaq Global Select Market, have issued a 
significant number of new and increasingly complex requirements and regulations over the last several years and continue to develop additional regulations and 
requirements in response to laws enacted by Congress or otherwise. In addition, many states are enacting laws and issuing rules and regulations that may conflict 
with the laws of other states or require specific actions in response to those laws, rules and regulations. Our efforts to comply with these requirements have 
resulted in, and are likely to continue to result in, an increase in expenses and a diversion of management’s time from other business activities. Failure to comply 
with any law or regulation could subject us to civil or criminal remedies, including fines and injunctions, which could materially and adversely affect our results 
of operations. 

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Operational, Legal, Economic, Political and Social Risks of Doing Business in International Markets and Other Foreign Countries May Have a Material 
Adverse Effect on Our Results of Operations 
Approximately 28% of the dollar value of our total nut and dried fruit purchases for fiscal 2025 were made from foreign countries. We purchase our cashews 
from Vietnam and certain West African countries and some of our pecans from Mexico. We also purchase sunflower oil and certain other ingredients that are 
sourced from Ukraine. To this extent, we are exposed to various risks inherent in international markets, including increased governmental ownership and 
regulation of the economy, greater likelihood of inflation and adverse economic conditions, governmental attempts to control inflation, such as setting interest 
rates and maintaining wage and price controls, supply reduction into the United States from increased demand in foreign countries, international competition, 
compliance with, and subjection to, foreign laws, including our ability to protect our intellectual property, such as our brands, compliance with U.S. laws and 
regulations related to conduct in foreign countries, such as the Foreign Corrupt Practices Act, currency exchange rates, potential for contractual defaults or forced 
renegotiations on purchase contracts with limited legal recourse, tariffs, quotas, duties, import and export restrictions, sanctions, armed hostilities and other 
barriers to trade that may reduce our profitability or sales and civil unrest, armed hostilities and significant political instability. 
The existence of risks in international markets and other foreign countries could jeopardize or limit our ability to purchase sufficient supplies of cashews, pecans 
and other imported raw materials and limit our ability to make international sales, and may materially and adversely affect our results of operations by increasing 
the costs of doing business overseas. 
Litigation Could Materially and Adversely Affect Our Financial Condition and Results of Operations 
We have been the subject of litigation and investigations in the past, and we may become the subject of litigation and investigations in the future, which may 
include lawsuits or claims related to contracts, intellectual property, product recalls, product liability, the marketing and labeling of products, employment 
matters, wage and hour matters, cybersecurity matters, environmental matters, debt obligations or other aspects of our business. Plaintiffs or regulatory bodies 
could seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss relating to lawsuits and investigations is difficult to estimate 
accurately. Additionally, many of our customer contracts require us to indemnify and assume the defense of any third-party claim against the customer, 
increasing the risk of litigation related to our operations or products. Regardless of whether any claims against us are valid, or whether we are ultimately held 
liable, such litigation and investigations may be expensive to defend and may divert time, money and management attention away from our operations and 
negatively impact our financial performance. We maintain insurance in amounts we believe to be adequate based on our business operations. However, we may 
incur claims or liabilities for which we are not insured, that exceed the amount of our insurance coverage or that our insurers may raise various objections and 
exceptions to coverage. A judgment or settlement for significant monetary damages or requiring other significant changes to our business or assets could 
materially and adversely affect our financial condition and results of operations. Any adverse publicity resulting from allegations or investigations may also 
adversely affect our reputation and the reputation of our products, which in turn could materially and adversely affect our financial condition and results of 
operations or result in serious and adverse operational consequences. 
Inability to Protect Our Intellectual Property or Avoid Intellectual Property Disputes Could Materially and Adversely Affect Our Financial Condition and 
Results of Operations 
We consider our intellectual property rights, particularly and most notably our brand trademarks (such as our Fisher, Orchard Valley Harvest, Squirrel Brand, 
Southern Style Nuts and Just the Cheese trademarks), but also our patents, trade secrets, know-how copyrights and licensing agreements, to be a significant and 
valuable aspect of our business. We attempt to protect our intellectual property rights through a combination of patent, service mark, trademark, copyright and 
trade secret laws, as well as licensing agreements, third-party nondisclosure and assignment agreements and policing of third-party misuses of our intellectual 
property both domestically and internationally. We also monitor the use of our intellectual property and confidential information as we expand the use of AI in 
our business. Our failure to obtain or adequately protect our trademarks, products, new features of our products, or our trade secrets and technology, or any 
change in law or other changes that serve to lessen or remove the current legal protections of our intellectual property, may diminish our competitiveness and 
could materially and adversely affect our financial condition and results of operations. 
In addition, we may be unaware of intellectual property rights of others that may cover some of our technology, brands or products. Any disputes regarding 
patents or other intellectual property could be costly and time-consuming and could divert the attention of our management and key personnel from our business 
operations. Third-party claims of intellectual property infringement might also require us to enter into costly license agreements. We also may be subject to 
significant damages or injunctions against development and sale of certain products if found to be liable for infringing activity. Any such activities could 
materially and adversely affect our financial condition and results of operations. 

15
Financial Risks 
Certain of Our Stockholders Possess a Majority of Aggregate Voting Power in the Company and Stockholders within The Sanfilippo Group Have Pledged 
Shares of their Class A Stock, Which May Make a Takeover or Change in Control More or Less Difficult and Could Materially and Adversely Affect Our 
Financial Condition and Results of Operations 
As of August 20, 2025, Jeffrey T. Sanfilippo, Jasper B. Sanfilippo, Jr., Lisa A. Sanfilippo, John E. Sanfilippo and James J. Sanfilippo (the “Sanfilippo Group”) 
own or control Common Stock (one vote per share) and Class A Stock (ten votes per share on all matters other than the election of Common Stock directors) 
representing approximately a 50.5% voting interest in the Company. As of August 20, 2025, Michael J. Valentine (the “Valentine Group”) owns or controls 
Common Stock and Class A Stock representing approximately a 23.8% voting interest in the Company. In addition, the Sanfilippo Group and the Valentine 
Group as holders of the Class A Stock are entitled to elect seven Class A Directors, or a majority of the members to the Board of Directors. In addition, the 
Sanfilippo Group is able to exert certain influence on our business, or take certain actions, that cannot be counteracted by another stockholder or group of 
stockholders. The Sanfilippo Group is able to determine the outcome of nearly all matters submitted to a vote of our stockholders, including any amendments to 
our certificate of incorporation or bylaws. The Sanfilippo Group has the power to prevent or cause dividends, or a change in control or sale of the Company, 
which may or may not be in the best interests of other stockholders, and can take other actions that may be less favorable to other stockholders and more 
favorable to the Sanfilippo Group, subject to applicable legal limitations, which could materially and adversely affect our financial condition, results of 
operations and cash flows. 
The Way in Which We Measure Inventory May Have a Material Adverse Effect on Our Results of Operations 
We physically acquire our inshell nut inventories of pecans, peanuts and walnuts from growers and farmers in large quantities at harvest times, which are 
primarily during the second and third quarters of our fiscal year, and receive nut shipments in bulk truckloads. The weights of these nuts are measured using truck 
scales at the time of receipt, and inventories are recorded based on those measurements. The nuts are then stored in bulk in large warehouses to be shelled or 
processed throughout the year. Bulk-stored nut inventories are relieved through continuous high-speed bulk weighing systems as the nuts are shelled or processed 
or on the basis of calculations derived from the weight of the shelled nuts that are produced. While we perform various procedures periodically to confirm the 
accuracy of our bulk-stored nut inventories, these inventories are estimates that must be periodically adjusted to account for positive or negative variations in 
quantities and yields, and such adjustments directly affect earnings. The quantities of each crop year bulk-stored nut inventories are generally shelled out over a 
ten to fifteen-month period, at which time revisions to any estimates, which historically averaged less than 1.0% (but it cannot be guaranteed to continue under 
this level) of inventory purchases, are also recorded. The precise amount of our bulk-stored nut inventories is not known until the entire quantity of the particular 
nut is depleted, which may not necessarily occur every year. Prior crop year inventories may still be on hand as the new crop year inventories are purchased. The 
majority of bulk-stored nut inventories at June 26, 2025 will be processed during the first half of fiscal 2026 and any adjustment to our bulk stored nut inventory 
quantity will be recorded at that time. There can be no assurance that any bulk stored nut inventory quantity adjustments will not have a material adverse effect 
on our results of operations in the future. 

16
Item 1B — Unresolved Staff Comments 
None. 
Item 1C — Cybersecurity
Overview and Leadership
The Company maintains a company-wide risk management system focused on detecting, identifying, defending against and mitigating the impact of 
cybersecurity risks in order to guard our information technology systems and protect the confidentiality, integrity, and availability of our information technology 
processes and data. Our Board of Directors (the “Board”) is responsible for the oversight of cybersecurity risks, including through the delegation of certain 
cybersecurity oversight authority to the Audit Committee of the Board. 
The Company’s information security function and management team is led by our Vice President of Information Technology and Cybersecurity, who has 
approximately 39 years of experience in the information technology area and holds the CISM certification, and our Senior Director of Information Technology 
Infrastructure and Cybersecurity, who has approximately 26 years of experience in the information technology area and holds CISSP, CCSP, CISM, and OSCP 
certifications.
The information security team is responsible for monitoring, managing and assessing cybersecurity risks and threats on a day-to-day basis. In particular, the 
information security team monitors, assesses and mitigates threats and is responsible for improving and strengthening the Company’s cybersecurity environment. 
As discussed below, the information security team works with nationally recognized third parties and licenses various cybersecurity tools and products to assist 
with assessing and managing cybersecurity risks. The information security team regularly interacts and discusses cybersecurity matters with our Chief Executive 
Officer, Chief Financial Officer and Chief Operating Officer as part of our company-wide risk management system. The information security team has plans and 
processes in place to escalate certain cybersecurity issues to senior management and the Board or the Audit Committee, including for consideration of whether, 
when and how to publicly disclose any material cybersecurity event. In addition, we maintain insurance to help reduce our exposure from potential losses should 
a cybersecurity incident arise.
The information security team undertakes or engages in the following practices and activities, among others, as part of the Company’s risk management system:
•
updating of software and hardware (including firmware) for vulnerabilities and required patches; 
•
regular employee training and education to identify and avoid cybersecurity risks and threats at each level of the organization;
•
developing, implementing and testing incident response and information recovery plans to assess and respond to cybersecurity threats and incidents; 
•
collaborating with our internal audit function and other internal teams for the testing of cybersecurity controls and procedures;
•
identifying and managing cybersecurity risks presented by third parties, including cybersecurity vendors, cybersecurity software and hardware 
providers, other vendors and customers, service providers and other parties with access to the Company’s systems and data; as well as the systems of 
third parties that could adversely impact our operations or business in the event of a cybersecurity incident affecting those third-party systems;
•
overseeing threat intelligence systems and notification procedures; and
•
maintaining technology solutions for cybersecurity prevention and defense, including outside firewalls, multifactor authentication systems, separate 
intrusion prevention and detection systems, anti-virus and anti-malware products and remote access controls.

17
Use of Third Parties 
The Company has engaged, and intends to continue to engage, nationally recognized third parties to assist the Company in assessing, among other things: 
•
emerging cybersecurity risks;
•
threat identification;
•
threat neutralization;
•
cybersecurity environment testing;
•
penetration testing;
•
phishing and social engineering methods; and
•
best practices for continued compliance and training.
We have engaged in a tabletop exercise with a nationally recognized third party to test our readiness in respect to certain of the preceding events and risks. When 
risks or threats are identified to the Company by a third party, the information security team is responsible for assessing the risk or threat and determining a 
course of action to mitigate the risk or neutralize the threat. 
Impact of Cybersecurity Events
While no previous cybersecurity incidents have materially affected the Company, a cybersecurity incident could have a material impact on the Company’s results 
of operations and financial condition. As described above under “Item 1A‒Risk Factors “Technology Disruptions, Failures or Breaches, Hacking Activity, 
Ransomware Attacks or Other Cybersecurity Events Could Materially and Adversely Affect Our Financial Condition and Results of Operations” a material 
cybersecurity incident could disrupt our business, lead to the loss of data or cause us to suffer financial damage, in addition to litigation or remediation costs or 
penalties.
Governance Overview
The Board oversees cybersecurity risk through multiple methods. The Audit Committee of the Board has been delegated certain cybersecurity oversight 
responsibility and, among other things, receives quarterly updates and presentations from the information security team regarding the Company’s cybersecurity 
environment, cybersecurity risks and threats, cybersecurity projects the Company has implemented and plans to implement and other cybersecurity 
developments, and such committee reports to the full Board after each meeting. In addition to these quarterly reports to the Audit Committee, the information 
security team provides a presentation to the Board at least annually regarding the same topics covered with the Audit Committee. In addition, members of the 
Company’s internal audit team have certain responsibilities with respect to projects designed to test the Company’s cybersecurity controls and improve the 
overall cybersecurity environment. 
The Company also has a Risk Assessment Committee composed of selected members of senior management. Member(s) of the information security team are 
members of this Risk Assessment Committee (which occur at least quarterly) to address cybersecurity risks and discuss cybersecurity threats to the Company. 
Member(s) of the information security team have the opportunity to present at the Risk Assessment Committee meetings and raise issues and concerns regarding 
cybersecurity. The minutes of Risk Assessment Committee meetings are provided to the Board and senior management discusses with the Board the matters 
addressed at the applicable Risk Assessment Committee meeting.
Item 2 — Properties 
We own or lease five principal production facilities and lease a warehouse near our Elgin facility. Our primary processing facility is located at our Elgin, Illinois 
site which also houses our primary manufacturing operations and corporate headquarters (the “Elgin Site”). The remaining principal production facilities are 
located in Bainbridge, Georgia; Selma, Texas; Gustine, California and Lakeville, Minnesota. In addition, we operate a retail store at the Elgin Site. 
We believe that our facilities are generally well maintained and in good operating condition. 
a. Principal Facilities 
The following table provides certain information regarding our principal facilities: 

18
Location
 
Square
Footage
   
Type of
Interest
 
Description of Principal Use
 
Date Company
Constructed,
Acquired or
First Occupied
Bainbridge, Georgia
   
300,000   
Owned and 
Leased
 
Peanut shelling, purchasing, processing,
packaging, warehousing and distribution
 
1987
Selma, Texas
   
300,000   
Leased
 
Pecan shelling, processing, bulk packaging,
warehousing and distribution
 
1992
Gustine, California
   
215,000   
Owned
 
Walnut shelling, processing, packaging,
warehousing and distribution
 
1993
Elgin, Illinois  
  (Elgin Office Building)
   
400,000   
Owned
 
Rental property
 
2005
Elgin, Illinois 
  (Elgin Manufacturing Building)
   
1,001,000   
Owned
 
Processing, packaging and corporate offices
 
2005
Lakeville, Minnesota
   
298,000   
Owned
 
Bars, processing and packaging
 
2023
Huntley, Illinois
   
445,000   
Leased
 
Warehousing and distribution
 
2024
 
(1)
The sale and lease back of the Selma properties to related party partnerships was consummated in fiscal 2007. See Note 8 —“Long-Term Debt” of the 
Notes to the Consolidated Financial Statements. 
(2)
The Elgin Office Building (part of the Elgin Site) was acquired in April 2005. Approximately 84% of the Elgin Office Building is currently vacant. 
Approximately 29% of the rentable area has not been built-out. The vacant portion of the office building may be leased to third parties; however, there can 
be no assurance that we will be able to lease the unoccupied space. Further capital expenditures will likely be necessary to fully lease the remaining space. 
b. Manufacturing Capability, Utilization, Technology and Engineering 
Our principal production facilities are equipped with modern processing and packaging machinery and equipment. 
The Elgin Site was designed to our specifications and to efficiently move products from raw storage to processing to packaging to distribution. The Elgin Site 
was designed to minimize the risk of cross contamination between tree nuts and peanuts. As currently configured, we believe the Elgin Site can accommodate an 
increase in production capacity of 15% to 20% of our current capacity, however certain production lines are at full capacity during peak periods. The Huntley 
facility will allow us to accommodate increases in future demand and alleviate storage space constraints at the Elgin Site. The Huntley facility can, on average, 
accommodate an increase of 20% of its current storage capacity, however at certain points in time of the year, we are at full capacity.
The Selma facility is used for our automated pecan shelling, packaging, bulk packaging, warehousing and distribution operations. The facility’s pecan shelling 
production lines currently have the capacity to shell in excess of 90 million inshell pounds of pecans annually. During fiscal 2025, we processed approximately 
36 million inshell pounds of pecans at the Selma facility. The quantity of pecans processed varies depending on the amount of inshell nuts purchased due to, 
among other things, commodity acquisition cost risk, the size and cost of the crop, the impact of international demand and expected demand based on our current 
sales forecast. 
The Bainbridge facility is located in the largest peanut producing region in the United States and is used for nut purchasing, peanut shelling, peanut butter 
production and distribution. This facility takes direct delivery of farmer stock peanuts and cleans, shells, sizes, inspects, blanches, roasts and packages them for 
sale to our customers. The production line at the Bainbridge facility is almost entirely automated and has the capacity to shell approximately 120 million inshell 
pounds of peanuts annually. During fiscal 2025, the Bainbridge facility shelled approximately 85 million inshell pounds of peanuts. 
The Lakeville facility is used for manufacturing and packaging bars. This facility produces chewy, fruit and grain, sweet and salty, dipped, crunchy and fiber bars 
along with loose granola. We believe the Lakeville facility can accommodate an increase in production capacity of 15% to 20% of its current capacity, however 
certain production lines are at full capacity and there is no available physical space for additional capacity.
The Gustine facility is used for walnut shelling, pasteurization, processing, bulk packaging, warehousing and distribution. This facility has the capacity to shell in 
excess of 60 million inshell pounds of walnuts annually. During fiscal 2025, the Gustine facility shelled approximately 32 million inshell pounds of walnuts. The 
quantity of walnuts shelled will vary depending on the amount of inshell nuts purchased due to, among other things, commodity acquisition cost risk, the size and 
cost of the crop, the impact of international demand, and expected demand based on our current sales forecast. 
(1)
(2)

19
Item 3 — Legal Proceedings 
We are a party to various lawsuits, proceedings and other matters arising out of the conduct of our business. Currently, it is management’s opinion that the 
ultimate resolution of these matters will not have a material adverse effect upon our business, financial condition, results of operation or cash flows. 
For a discussion of legal proceedings, investigations, settlements and other contingencies, see Note 10 — “Commitments and Contingent Liabilities” of the Notes 
to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K. 
Item 4 — Mine Safety Disclosures 
Not applicable. 

20
EXECUTIVE OFFICERS OF THE REGISTRANT 
Pursuant to General Instruction G(3) of Form 10-K and Instruction 3 to Item 401(b) of Regulation S-K, the following executive officer description information is 
included as an unnumbered item in Part I of this Report in lieu of being included in the Proxy Statement for our annual meeting of stockholders to be held on 
October 29, 2025. Below are our executive officers as of August 20, 2025: 
Jeffrey T. Sanfilippo, Chief Executive Officer, age 62 — Mr. Sanfilippo has been employed by us since May 1991 and in November 2006 was named our 
Chief Executive Officer. Mr. Sanfilippo served as our Executive Vice President Sales and Marketing from January 2001 to November 2006. He served as our 
Senior Vice President Sales and Marketing from August 1999 to January 2001. Mr. Sanfilippo has been a member of our Board of Directors since August 1999. 
He served as General Manager West Coast Operations from September 1991 to September 1993. He served as Vice President West Coast Operations and Sales 
from October 1993 to September 1995, and Mr. Sanfilippo served as Vice President Sales and Marketing from October 1995 to August 1999. Mr. Sanfilippo is 
responsible for overseeing our Sales, Marketing, Food Safety and Human Resource departments.
Frank S. Pellegrino, Chief Financial Officer, Executive Vice President, Finance and Administration, and Treasurer, age 51 — Mr. Pellegrino has been 
employed by us since January 2007. In August 2021, Mr. Pellegrino was promoted to Chief Financial Officer. In August 2020, Mr. Pellegrino was promoted to 
Executive Vice President, Finance and Administration. Mr. Pellegrino served as our Senior Vice President, Finance from August 2012 to August 2020 and, in 
August 2016, he was appointed Treasurer. Mr. Pellegrino served as Vice President Finance and Corporate Controller from January 2009 to August 2012. He 
served as Corporate Controller from September 2007 to January 2009 and as Director of Accounting from January 2007 to September 2007. Previously, Mr. 
Pellegrino was Internal Audit Manager at W.W. Grainger, a business-to-business distributor. Prior to that, he was a Manager in the Assurance Practice of 
PricewaterhouseCoopers LLP. Mr. Pellegrino is responsible for our Accounting, Finance, Treasury, Legal and Tax functions, our Information Technology, 
Contract Manufacturing and Customer Solutions departments along with Investor Relations. 
Jasper B. Sanfilippo, Jr., Chief Operating Officer, President and Secretary, age 57 — Mr. Sanfilippo has been employed by us since February 1991. In 
August 2025, Mr. Sanfilippo was named our Secretary. In November 2006, Mr. Sanfilippo was named our Chief Operating Officer and President and, in May 
2007, Mr. Sanfilippo was named our Treasurer and held that position until January 2009. Mr. Sanfilippo served as our Executive Vice President Operations from 
2001 to November 2006, retaining his position as Assistant Secretary, which he assumed in December 1995. Mr. Sanfilippo became a member of our Board of 
Directors in December 2003. He became our Senior Vice President Operations in August 1999 and served as Vice President Operations from December 1995 to 
August 1999. Prior to that, Mr. Sanfilippo was the General Manager of our Gustine, California facility beginning in October 1995, and from June 1992 to 
October 1995 he served as Assistant Treasurer and worked in our Financial Relations Department. Mr. Sanfilippo is responsible for overseeing our Plant 
Operations, as well as Commodity Procurement and Research and Development functions. 
Julia A. Pronitcheva, Senior Vice President, Human Resources, age 49 — Ms. Pronitcheva has been employed by us since May 2011 when she started as our 
Benefits and Compensation Manager. In November 2022, Ms. Pronitcheva was promoted to Senior Vice President of Human Resources. Ms. Pronitcheva served 
as our Vice President of Human Resources from January 2019 to November 2022. Ms. Pronitcheva led our Human Resources and Safety functions as Senior 
Human Resources Director from June 2018 to January 2019. Ms. Pronitcheva served as our Human Resources Director from August 2017 to June 2018. Ms. 
Pronitcheva served as our Senior Total Rewards Manager from July 2013 to August 2017. Previously, Ms. Pronitcheva was employed by Sheffield, Olson and 
McQueen, Inc., Uponor North America and SIRVA Worldwide Relocation & Moving Services. Ms. Pronitcheva is responsible for talent strategy and solutions 
that support employees and business objectives focused on growth and high-performing culture.
Michael J. Finn, Vice President, Corporate Controller, age 50 — Mr. Finn has been employed by us since November 2011 when he started as our Assistant 
Corporate Controller. In August 2021, Mr. Finn was promoted to Vice President, Corporate Controller, and in October 2021, he became the Principal Accounting 
Officer of the Company. In August 2018, Mr. Finn was promoted to Corporate Controller. He served as our Director, Financial Reporting and Tax from August 
2014 to July 2018. Previously, Mr. Finn was Manager of External Reporting at Nalco Company. Prior to that, Mr. Finn was a Senior Manager in the Assurance 
Practice at BDO, LLP. Mr. Finn has been a Certified Public Accountant (CPA) since 2000. Mr. Finn is responsible for our Accounting, Financial Reporting and 
Income Tax functions. 

21
RELATIONSHIPS AMONG CERTAIN DIRECTORS AND EXECUTIVE OFFICERS 
Below are the relationships among certain directors and executive officers as of August 20, 2025: 
Jeffrey T. Sanfilippo, Chief Executive Officer and a director of the Company, is (i) the brother of Jasper B. Sanfilippo, Jr., James J. Sanfilippo, John E. Sanfilippo 
and Lisa A. Sanfilippo and (ii) the cousin of Michael J. Valentine and James A. Valentine. 
Jasper B. Sanfilippo, Jr., Chief Operating Officer, President and a director of the Company, is (i) the brother of Jeffrey T. Sanfilippo, James J. Sanfilippo, John E. 
Sanfilippo and Lisa A. Sanfilippo and (ii) the cousin of Michael J. Valentine and James A. Valentine. 
James J. Sanfilippo, a director of the Company, is (i) the brother of Jasper B. Sanfilippo, Jr., Jeffrey T. Sanfilippo, John E. Sanfilippo and Lisa A. Sanfilippo and 
(ii) the cousin of Michael J. Valentine and James A. Valentine. 
John E. Sanfilippo, a director of the Company, is (i) the brother of Jasper B. Sanfilippo, Jr., Jeffrey T. Sanfilippo, James J. Sanfilippo and Lisa A. Sanfilippo and 
(ii) the cousin of Michael J. Valentine and James A. Valentine. 
Lisa A. Sanfilippo, a director of the Company, is (i) the sister of Jasper B. Sanfilippo, Jr., Jeffrey T. Sanfilippo, James J. Sanfilippo and John E. Sanfilippo and 
(ii) the cousin of Michael J. Valentine and James A. Valentine. 
James A. Valentine, Senior Technical Advisor and a director of the Company, is (i) the brother of Michael J. Valentine and (ii) the cousin of Jasper B. Sanfilippo, 
Jr., Jeffrey T. Sanfilippo, James J. Sanfilippo, John E. Sanfilippo and Lisa A. Sanfilippo. 
Michael J. Valentine, a director of the Company, is (i) the brother of James A. Valentine and (ii) the cousin of Jasper B. Sanfilippo, Jr., Jeffrey T. Sanfilippo, 
James J. Sanfilippo, John E. Sanfilippo and Lisa A. Sanfilippo. 

22
PART II 
Item 5 — Market for Registrant’s Common Equity and Related Stockholder Matters 
We have two classes of stock: Class A Stock and Common Stock. The holders of Common Stock are entitled to elect 25% of the total members of the Board of 
Directors, rounded up to the nearest whole number, and the holders of Class A Stock are entitled to elect the remaining directors. With respect to matters other 
than the election of directors or any matters for which class voting is required by law, the holders of Common Stock are entitled to one vote per share while the 
holders of Class A Stock are entitled to ten votes per share. Our Class A Stock is not registered under the Securities Act of 1933 and there is no established public 
trading market for the Class A Stock. However, each share of Class A Stock is convertible at the option of the holder at any time and from time to time (and, 
upon the occurrence of certain events specified in our Restated Certificate of Incorporation, automatically converts) into one share of Common Stock. 
Our Common Stock is quoted on the NASDAQ Global Select Market and our trading symbol is “JBSS”. 
The graph below compares our cumulative five-year total stockholder return on our Common Stock with the cumulative total returns of the Russell 2000 
Consumer Staples Index and the Russell 2000 Index. The graph tracks the performance of a $100 investment in our Common Stock, in each index (with the 
reinvestment of all dividends) from June 25, 2020 to June 26, 2025. 
*   $100 invested on 6/25/20 in stock or 6/30/20 in index, including reinvestment of dividends.
Indexes calculated on month-end basis.
The information contained in the preceding performance graph shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such 
information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended 
(the “Exchange Act”), except to the extent that we specifically incorporate it by reference in such filing. 
As of August 20, 2025 there were 40 holders and 20 holders of record of our Common Stock and Class A Stock, respectively. 

23
Under our Restated Certificate of Incorporation, the Class A Stock and the Common Stock are entitled to share equally on a share for share basis in any dividends 
declared by the Board of Directors on our common equity. Our current financing agreements, as amended and restated on June 16, 2025, allow us to make up to 
four cash dividends or distributions of our stock in any fiscal year in an amount not to exceed $100 million in the aggregate per fiscal year. See Part II, Item 7 — 
“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Financing Arrangements.”
In January 2017, our Board of Directors adopted a dividend policy under which it intends to pay a regular annual cash dividend on our Common Stock and Class 
A Stock. The Board of Directors contemplated that the regular annual dividend would be declared around the conclusion of the Company’s fiscal year and paid in 
the first quarter of each fiscal year. We have paid or declared an annual dividend each year since 2017. 
The Board of Directors will review the dividend policy regularly and any future annual or special dividends (whether such are paid and, if so, the amount and 
timing of payment) will be at the discretion of the Board of Directors, after taking into account a variety of factors, including cash flows, borrowing availability 
under our Credit Facility, and earnings and financial position of the Company. There can be no assurance that dividends will be declared or paid in the future. 
Pursuant to our Restated Certificate of Incorporation, any dividends paid on our Common Stock must be equivalent to the dividends paid on our Class A Stock. 
The frequency and amount of cash dividends declared for each class of common stock for the two most recently completed fiscal years and dividends declared as 
of the date of this Report are as follows: 
•
On July 18, 2023 our Board of Directors declared an annual and special cash dividend of $0.80 and $1.20, respectively, that was paid to holders 
of Common Stock and Class A Stock on September 13, 2023. 
•
On May 1, 2024 our Board of Directors declared a special cash dividend of $1.00 that was paid to holders of Common Stock and Class A Stock 
on June 20, 2024. 
•
On July 17, 2024 our Board of Directors declared an annual and special cash dividend of $0.85 and $1.25, respectively, that was paid to holders 
of Common Stock and Class A Stock on September 11, 2024.
•
Subsequent to the end of fiscal 2025, the Board of Directors declared an annual and special cash dividend of $0.90 and $0.60, respectively, that 
will be paid to holders of our Common Stock and Class A Stock on September 11, 2025. 
For purposes of the calculation of the aggregate market value of our voting stock held by non-affiliates as set forth on the cover page of this Report, we did not 
consider any of the siblings or spouses of Jasper B. Sanfilippo, Sr. or Mathias A. Valentine, or any of the lineal descendants of either Jasper B. Sanfilippo, Sr., 
Mathias A. Valentine or such siblings (other than those who are our executive officers, directors or those in the foregoing who have expressly formed a group 
within the meaning of Section 13(d)(3) of the Exchange Act) as an affiliate. See “Review of Related Party Transactions” and “Security Ownership of Certain 
Beneficial Owners and Management” contained in our Proxy Statement for the 2025 Annual Meeting and “Relationships Among Certain Directors and Executive 
Officers” appearing immediately before Part II of this Report. 
Securities Authorized under Equity Compensation Plans 
The following table sets forth information as of June 26, 2025, with respect to equity securities authorized for issuance pursuant to equity compensation plans 
previously approved by our stockholders and equity compensation plans not previously approved by our stockholders. 
Equity Compensation Plan Information 
 
Plan Category
 
(a) Number of
securities to be
issued upon
exercise of options,
warrants and rights
   
(b) Weighted
average
exercise price
of outstanding
options,
warrants and
rights
   
(c) Number of
securities remaining
available for future
issuance under equity
compensation plans
(excluding securities
reflected in Column(a))
 
Equity compensation plans approved by
   stockholders — stock options
   
—     
—     
627,364 
Equity compensation plans approved by
   stockholders — restricted stock units and 
performance restricted stock units
 
 
158,824     
—     
627,364 
Equity compensation plans not approved
   by stockholders
   
—     
—     
— 

24
Item 6 — Selected Financial Data 
The following historical consolidated financial data for the last five fiscal years was derived from our consolidated financial statements. The financial data below 
should be read in conjunction with our audited consolidated financial statements and notes thereto, which are included elsewhere herein, and with Item 7 — 
“Management’s Discussion and Analysis of Financial Condition and Results of Operations”. The information below is not necessarily indicative of the results of 
future operations. 
Consolidated Statement of Comprehensive Income Data: (dollars in thousands, except per share data) 
 
 
Year Ended
 
 
 
June 26,
2025
   
June 27,
2024
   
June 29,
2023
   
June 30,
2022
   
June 24,
2021
 
Net sales
  $
1,107,246   $
1,066,783   $
999,686   $
955,868   $
858,482 
Cost of sales
   
903,775    
852,644    
788,055    
756,241    
673,495 
Gross profit
   
203,471    
214,139    
211,631    
199,627    
184,987 
Selling and administrative expenses
   
118,760    
128,952    
121,407    
112,190    
99,809 
Income from operations
   
84,711    
85,187    
90,224    
87,437    
85,178 
Interest expense
   
3,552    
2,549    
2,159    
1,921    
1,441 
Rental and miscellaneous expense, net
   
1,849    
1,301    
1,321    
1,347    
1,399 
Pension expense (excluding service costs)
   
1,445    
1,400    
1,394    
2,473    
2,519 
Income before income taxes
   
77,865    
79,937    
85,350    
81,696    
79,819 
Income tax expense
   
18,931    
19,688    
22,493    
19,909    
20,078 
Net income
  $
58,934   $
60,249   $
62,857   $
61,787   $
59,741 
Basic earnings per common share
  $
5.06   $
5.19   $
5.43   $
5.36   $
5.19 
Diluted earnings per common share
  $
5.03   $
5.15   $
5.40   $
5.33   $
5.17 
Cash dividends declared per share
  $
2.10   $
3.00   $
4.75   $
3.00   $
5.00 
 
Consolidated Balance Sheet Data: (dollars in thousands) 
 
 
June 26,
2025
   
June 27,
2024
   
June 29,
2023
   
June 30,
2022
   
June 24,
2021
 
Working capital
  $
190,378 
 $
168,145 
 $
168,742 
 $
160,402 
 $
124,963 
Total assets
   
597,603 
  
515,575 
  
425,287 
  
447,262 
  
398,455 
Long-term debt, less current maturities
   
14,564 
  
6,365 
  
7,102 
  
7,774 
  
10,855 
Total debt
   
73,089 
  
27,522 
  
7,774 
  
51,362 
  
23,383 
Stockholders’ equity
   
360,697 
  
322,613 
  
292,207 
  
278,821 
  
242,494 

25
Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and the Notes to Consolidated Financial 
Statements. Our fiscal year ends on the final Thursday of June each year, and typically consists of fifty-two weeks (four thirteen-week quarters). Additional 
information on the comparability of the periods presented is as follows: 
•
References herein to fiscal 2026 are to the fiscal year ending June 25, 2026. 
•
References herein to fiscal 2025, fiscal 2024 and fiscal 2023 are to the fiscal years ended June 26, 2025, June 27, 2024 and June 29, 2023, 
respectively. 
As used herein, unless the context otherwise indicates, the terms “we”, “us”, “our” or “Company” collectively refer to John B. Sanfilippo & Son, Inc. and our 
wholly-owned subsidiary, JBSS Ventures, LLC. 
We are one of the leading processors and distributors of peanuts, pecans, cashews, walnuts, almonds and other nuts in the United States, and we also manufacture 
and distribute a complete portfolio of private brand bars. These nuts are primarily sold under a variety of private brand names, as well as our Fisher, Orchard 
Valley Harvest, Squirrel Brand and Southern Style Nuts brand names. We market and distribute, and in most cases, manufacture or process, a diverse product line 
of food and snack products, including bars, peanut butter, almond butter, cashew butter, candy and confections, snack and trail mixes, granola, sunflower kernels, 
dried fruit, corn snacks, sesame sticks, other sesame snack products and baked cheese snack products under our brand names, including Just the Cheese, and 
under private brands. We distribute our products in the consumer, commercial ingredients and contract manufacturing distribution channels. 
Our Long-Range Plan defines our future growth priorities and focuses on growing our private brand business across key customers, as well as transforming 
Fisher and Orchard Valley Harvest into leading brands while increasing distribution and diversifying our portfolio into high growth snacking categories. We will 
execute on our Long-Range Plan by providing our private brand customers value-added solutions and innovative products based on our extensive industry and 
consumer expertise, such as our newly developed product line of private brand nutrition bars. We will focus on growing our branded business by reaching new 
consumers via product expansion and packaging innovation, expanding distribution across current and alternative channels, diversifying our product offerings 
and focusing on new ways for consumers to buy our products, including sales via e-commerce platforms. Our Long-Range Plan also contemplates increasing our 
sales through product innovation and targeted, opportunistic acquisitions, such as the acquisition of certain snack bar assets including inventory, product 
formulas, a manufacturing facility and related equipment located in Lakeville, Minnesota, (the “Lakeville Acquisition”) which we completed the first day of the 
second quarter of fiscal 2024. The Lakeville Acquisition expanded our ability to produce private brand bars, increased our overall production capabilities and 
allows us to provide our private brand customers with a complete bar portfolio. In addition, we also acquired additional bar production assets in the first quarter 
of fiscal 2025 that will expand our manufacturing capacity and support further growth in our bar business. Beginning in the second quarter of fiscal 2025 and 
continuing into the next fiscal year, we started to invest significant additional capital to purchase new equipment and make infrastructure improvements (and 
incur related expenses) to further expand our production capabilities, increase our efficiency and enhance our product offerings for our customers.
We focus our promotional and advertising activity to invest in our brands to achieve sales volume growth. We are executing an omnichannel approach to win in 
key categories including recipe nuts, snack nuts and trail mix. We continue to see e-commerce sales volume growth across our branded portfolio and anticipate 
taking various actions with the goal of maintaining that growth across a variety of established e-commerce platforms for our consumer channel. We continue to 
face the ongoing challenges and/or regulations specific to our business, such as food safety and regulatory matters, the maintenance and growth of our customer 
base and overall category growth for branded and private brand products and varying, decreasing or shifting consumer demand for snack nuts, trail mix and bars 
in a challenging snack food environment and against an uncertain macroeconomic backdrop. 
We face a number of challenges in the future, which include the impacts of higher prices in food, in part due to increasing underlying commodity acquisition 
costs and the overall impact of tariffs (actual, pending implementation or threatened) by the U.S. government or other governments on certain commodities, raw 
materials and equipment to process and manufacture out products. We continue to see uncertainty over interest rates that may negatively impact economic 
growth, consumers reducing their branded and private label snack purchases, including snack nuts, trail mix and bars, intense competition in the snack food 
industry and potential for economic downturn in the markets in which we operate and supply chain challenges. To stay compliant with recent changes in 
employment laws across states where we operate and remain competitive in attracting qualified talent, we expect our labor costs to continue to increase.
Inflation and Consumer Trends
We face changing industry trends as consumers' purchasing preferences evolve. We continue to see higher selling prices at retail across snack nuts and trail mix 
driven by higher commodity costs. These higher prices across our categories and the broader market, coupled with a potential economic downturn and tightening 
of consumer finances due to reduced government support through programs such as SNAP or a variety of other macroeconomic reasons, are causing consumers 
to purchase fewer branded and private 

26
label snack products. This declining demand is leading to sales volume declines for snack nuts, recipe nuts, trail mix and bars both for the Company and across 
the snack food industry. Consumers continue to shift their preferences to private brands or lower priced nuts or bars or purchase snack products outside the snack 
nut, trail mix and bar categories. We have also seen consumers shifting to more value-focused retailers, such as mass merchandising retailers and club stores, not 
all of which we distribute or sell to. Additionally, the increased use and/or prevalence of certain weight loss drugs, which may suppress a person’s appetite and/or 
impact a person's preferences, may impact the demand or consumption patterns of our products. We have responded by focusing on our strengths, including our 
knowledge of the snack nut and trail mix and bar categories, product innovation and judicious use of trade spending and pricing actions to support our products.
Tariffs, Supply Chain and Transportation
Global supply chain pressures have eased compared to past fiscal years, but intermittent challenges, delays and extended lead-times still exist for certain raw 
materials and inputs. Overall packaging and ingredient inflation appears to have moderated heading into fiscal 2026; however, there is still uncertainty within the 
supply chain surrounding near term impacts from the U.S. government's tariffs on imports from foreign countries. Approximately 2% of our material costs, 
primarily pepitas and pine nuts, are currently sourced from China and are currently subject to a combined 55% tariff. Cashews are also imported and those 
sourced from Vietnam, which represents the majority of such imports, are currently subject to a 20% tariff. Any import tariffs will increase the cost of certain raw 
materials we use in our business and our financial performance may be adversely impacted if we cannot pass on the cost increases in the form of price increases 
to our customers. While we do not have direct exposure to suppliers in Russia, Ukraine or Israel, the conflicts and prospects for conflict in these regions could 
continue to result in volatile commodity markets, supply chain disruptions and increased costs, including shipping costs. In addition, the ultimate impact of tariffs 
may be difficult to predict as their amount and duration is uncertain, making our planning process more difficult, and the threat of tariffs can also have adverse 
implications to our business and the business of our suppliers and customers.
Trucking capacity continues to slowly decline, potentially leading to further instability in the transportation industry. While indicators suggest transportation 
prices are stabilizing, the overall transportation environment remains unpredictable. Additionally, fuel prices have been unpredictable and may vary depending on 
the level of economic activity in the areas where we ship and receive shipments.
Our most significant ingredient requirements include cocoa products, dried fruits, sweeteners, vegetable oils, rolled oats, flour and dairy. Many of these materials 
and their associated costs are subject to price fluctuations from several factors, including changing commodity markets, other market conditions, demand for raw 
materials, weather, growing and harvesting conditions, climate change, energy costs, currency fluctuations, supplier capacities, governmental actions, import and 
export requirements (including tariffs), and ongoing political instability and other factors beyond our control.
We have remained agile by proactively identifying risks, modifying inventory plans and diversifying our supplier base to mitigate risk to customer order 
shortages and our supply chain. We continue to proactively manage our business in response to the evolving global economic environment and related 
uncertainties and intend to take steps to further mitigate impacts to our supply chain as they develop. If unforeseen supply chain pressures emerge or worsen, or 
we cannot obtain the transportation and labor services needed to obtain raw materials or fulfill customer orders, such shortages and supply chain issues could 
have an unfavorable impact on net sales and our operations into fiscal 2026.
Furthermore, record cocoa prices have been fueled by a three consecutive years of supply deficits, led by significant production declines within the largest 
producers, Ivory Coast and Ghana. Despite anticipated supply recovery in the current crop year, cocoa market prices have continued to be volatile and touched 
new highs in December 2024 while remaining well above long-term average levels throughout fiscal 2025. Amid higher cocoa prices, consumption data is 
starting to reflect North American demand reductions, but global supply balances remain historically tight. Additionally, as costs increase due to these 
circumstances or due to overall inflationary pressures, there is a further risk of our not being able to pass (in part or in full) such potential cost increases on to our 
customers or in a timely manner. If we cannot align costs with prices for our products, our financial performance could be adversely impacted.
Climate Change Impacts
Climate change may have a long-term adverse impact on our business and results of operations. Global average temperatures are gradually increasing due to 
increased concentration of carbon dioxide and other greenhouse gases, which is projected to contribute to significant changes in global weather patterns, an 
increase in severity of natural disasters, and changes in agricultural productivity adding to price volatility. Changing weather patterns may limit the availability or 
increase the cost of natural resources and commodities, including cocoa, grains, sweeteners, and vegetable oils used to manufacture our products. 
Similar to other commodity dependent businesses, extreme weather events from climate change can have an unfavorable impact on our business. Floods, 
hurricanes, wildfires, tornadoes, blizzards, droughts, mudslides, poor air quality and extreme temperatures can 

27
affect our ability to obtain adequate (or acceptable quality) inputs, including fruit and nut materials, and our ability to manufacture products in our facilities. 
These extreme weather events can also have an adverse impact on the transportation industry and supply chains upon which we rely. Climate change can also 
result in unfavorable impacts that are unique to our business, especially for normal crop development. Below are some examples of essential weather conditions 
that must be present for normal development of the crops from which we derive the major raw materials we use in our products. 
•
Almonds, pecans and walnuts require a minimum of approximately 200, 250 and 700 chilling hours, respectively, during the winter to allow for 
an adequate amount of dormancy time so the trees can rest. 
•
Peanuts require adequate rainfall or access to water for irrigation for the period starting about 7 weeks after planting and ending about 15 weeks 
after planting. 
•
Cashews require a minimum of approximately 2,000 hours of sunlight per year. Sunlight is especially critical during the flowering period. 
•
Almonds require bees for pollination. For bees to pollinate effectively during the bloom period, temperatures cannot be less than about 55 
degrees Fahrenheit, winds cannot exceed about 15 MPH, and there must be little or no rainfall during that period. 
•
Cranberries require adequate snow and ice coverage during the winter to protect vines from freezing. 
•
Raisins require hot days (about 93 – 100 degrees Fahrenheit) and cool nights (about 55 – 65 degrees Fahrenheit) during the growing season for 
optimum quality and sugar levels. 
The non-occurrence of these weather conditions and other essential weather conditions can result in smaller crops, crop failures, or quality failures, which can 
lead to increased acquisition costs and supply shortages. Should climate changes significantly alter weather patterns, some of these needed input products may 
not be available at all, which would have a material adverse impact on our business. 
Annual Highlights 
•
Our net sales for fiscal 2025 increased $40.5 million, or 3.8%, to $1,107.2 million compared to fiscal 2024. 
•
Gross profit decreased $10.7 million and our gross profit margin, as a percentage of net sales, decreased to 18.4% in fiscal 2025 from 20.1% in 
fiscal 2024. 
•
Total operating expenses for fiscal 2025 decreased $10.2 million, or 7.9%, to $118.8 million. Operating expenses, as a percentage of net sales, 
was 10.7% of net sales in fiscal 2025 compared to 12.1% of net sales in fiscal 2024. 
•
Diluted earnings per share decreased approximately 2.3% compared to fiscal 2024. 
•
Our strong financial position allowed us to invest $50.7 million in property and equipment and pay cash dividends totaling $24.4 million during 
fiscal 2025. 
•
The total value of inventories on hand at the end of fiscal 2025 increased $58.0 million, or 29.5%, in comparison to the total value of inventories 
on hand at the end of fiscal 2024. We have seen acquisition costs for walnuts increase significantly and all other tree nut increase modestly in the 
2024 crop year (which falls into our 2025 fiscal year). 
Results of Operations 
The following table sets forth the percentage relationship of certain items to net sales for the periods indicated and the percentage increase or decrease of such 
items from fiscal 2025 to fiscal 2024 and from fiscal 2024 to fiscal 2023. 
 
 
 
Percentage of Net Sales
   
Percentage Change
 
 
 
Fiscal
2025
   
Fiscal
2024
   
Fiscal
2023
   
Fiscal 2025
vs. 2024
   
Fiscal 2024
vs. 2023
 
Net sales
   
100.0%   
100.0%   
100.0%   
3.8%   
6.7%
Gross profit
   
18.4     
20.1     
21.2     
(5.0)    
1.2 
Selling expenses
   
7.1     
7.8     
7.7     
(4.5)    
7.7 
Administrative expenses
   
3.6     
4.5     
4.5     
(17.9)    
8.7 

28
Fiscal 2025 Compared to Fiscal 2024
Net Sales 
Our net sales increased 3.8% to $1,107.2 million for fiscal 2025 from $1,066.8 million for fiscal 2024. The increase in net sales was primarily due to the 
Lakeville Acquisition. Excluding the fiscal 2025 first quarter's impact of the Lakeville Acquisition, net sales remained relatively unchanged. Sales volume, which 
is defined as pounds sold to customers, increased 3.4%, also due to the Lakeville Acquisition. Excluding the impact of the Lakeville Acquisition, sales volume 
decreased 1.7%.
The following table summarizes sales by product type as a percentage of total gross sales. The information is based upon gross sales, rather than net sales, 
because certain adjustments from gross sales to net sales, such as promotional discounts, are not allocable to product type. 
 
Product Type
 
Fiscal
2025
   
Fiscal
2024
 
Peanuts & Peanut Butter
   
16.4%   
17.9%
Pecans
   
9.4     
9.1 
Cashews & Mixed Nuts
   
17.6     
18.2 
Walnuts
   
4.9     
4.4 
Almonds
   
7.2     
7.8 
Trail & Snack Mixes
   
24.2     
24.8 
Bars
   
14.0     
11.4 
Other
   
6.3     
6.4 
Total
   
100.0%   
100.0%
 
The following table shows a comparison of net sales by distribution channel (dollars in thousands): 
 
Distribution Channel
 
Fiscal
2025
   
Fiscal 2025
Percent of
Total
   
Fiscal
2024
   
Fiscal 2024
Percent of
Total
   
$ Change
   
Fiscal 2025 to
Fiscal 2024
Percent
Change
 
Consumer 
  $
907,222     
82.0%  $
872,283     
81.7%  $
34,939     
4.0%
Commercial Ingredients
   
108,941     
9.8     
110,483     
10.4     
(1,542)    
(1.4)
Contract Manufacturing
   
91,083     
8.2     
84,017     
7.9     
7,066     
8.4 
Total
  $
1,107,246     
100.0%  $
1,066,783     
100.0%  $
40,463     
3.8%
 
Sales of branded products were approximately 16% and 18% of total consumer channel sales during fiscal 2025 and 2024, respectively. Fisher branded 
products were approximately 63% and 62% of branded sales during fiscal 2025 and 2024, respectively, with Orchard Valley Harvest branded products 
accounting for the majority of the remaining branded product sales. 
Net sales in the consumer distribution channel increased $34.9 million, or 4.0%, and sales volume increased 1.5% in fiscal 2025 compared to fiscal 2024 
primarily due the Lakeville Acquisition. Excluding the fiscal 2025 first quarter's impact of the Lakeville Acquisition, net sales in the consumer distribution 
channel decreased $2.8 million, or 0.3%, and sales volume decreased 4.0%. This sales volume decrease was due to soft consumer demand and decreased seasonal 
nut and trail mix volume at a mass merchandising retailer. Additionally, sales volume decreased from the discontinuance of peanut butter and decreases in 
almonds and peanuts caused by increased retail prices at another mass merchandising retailer and these declines were partially mitigated by increased sales of 
walnuts and pecans at the same mass merchandising retailer. Private brand sales volume increased 3.0% largely due to the Lakeville Acquisition. Excluding the 
fiscal 2025 first quarter's impact of the Lakeville Acquisition, private brand sales volume decreased 3.4% due to the same reasons cited for the consumer 
distribution channel.
Net sales in the commercial ingredients distribution channel decreased 1.4% in dollars and sales volume increased 0.7% in fiscal 2025 compared to fiscal 2024. 
Excluding the fiscal 2025 first quarter's impact of the Lakeville Acquisition, net sales in the commercial ingredients channel decreased $1.8 million, or 1.6%, and 
sales volume increased 0.3%. The sales volume increase was due to higher sales from new distribution to a foodservice customer and higher sales of peanut 
crushing stock to peanut oil processors. This increase was largely offset by competitive pricing pressures. 
Net sales in the contract manufacturing distribution channel increased 8.4% in dollars and sales volume increased 23.3% in fiscal 2025 compared to fiscal 2024 
primarily due to increased granola volume. Excluding the fiscal 2025 first quarter's impact of the Lakeville Acquisition, net sales in the contract manufacturing 
channel increased $4.6 million, or 5.5%, and sales volume increased 15.4% due to a new customer and an opportunistic sale to a current customer. These gains 
were significantly offset by reduced peanut sales volume to a major customer due to soft consumer demand. 
(1)
(1)

29
Gross Profit 
Gross profit decreased 5.0% to $203.5 million in fiscal 2025 from $214.1 million in fiscal 2024. The decrease in gross profit was mainly attributed to increased 
commodity acquisition costs for substantially all major tree nuts, except pecans, as well as competitive pricing pressures and strategic pricing decisions, which 
were offset by increased production volume, lower manufacturing spending and improved manufacturing efficiencies, including for bars. Our gross profit margin, 
as a percentage of sales, decreased to 18.4% for fiscal 2025 from 20.1% for fiscal 2024 mainly due to factors mentioned previously.
Operating Expenses 
Total operating expenses for fiscal 2025 decreased $10.2 million to $118.8 million. Operating expenses as a percent of net sales were 10.7% for fiscal 2025 
compared to 12.1% for fiscal 2024. The decrease is net of the $2.2 million net gain on bargain purchase that occurred in the second quarter of fiscal 2024 due to 
the Lakeville Acquisition.
Selling expenses for fiscal 2025 were $78.9 million, a decrease of $3.8 million, or 4.5%, over the amount recorded for fiscal 2024. The decrease was driven 
primarily by a $4.6 million decrease in advertising and consumer insight research expense and a $5.2 million decrease in incentive compensation expense. These 
decreases were largely offset by a $4.2 million increase in rent expense related to our new Huntley, IL facility lease and a $1.7 million increase in compensation-
related expenses.
Administrative expenses for fiscal 2025 were $39.8 million, a decrease of $8.7 million, or 17.9%, from the amount recorded for fiscal 2024. The decrease was 
due to a was primarily due to a $9.3 million decrease in incentive compensation expense.
Income from Operations 
Due to the factors discussed above, income from operations was $84.7 million, or 7.7% of net sales, for fiscal 2025, compared to $85.2 million, or 8.0% of net 
sales, for fiscal 2024. 
Interest Expense 
Interest expense was $3.6 million for fiscal 2025 compared to $2.5 million for fiscal 2024. The increase in interest expense was due to higher average debt levels. 
Rental and Miscellaneous Expense, Net 
Net rental and miscellaneous expense was $1.8 million for fiscal 2025 and $1.3 million for fiscal 2024. 
Pension Expense (Excluding Service Costs) 
Pension expense (excluding service costs) was $1.4 million for both fiscal 2025 and fiscal 2024.
Income Tax Expense 
Income tax expense was $18.9 million, or 24.3% of income before income taxes, for fiscal 2025 compared to $19.7 million, or 24.6% of income before income 
taxes, for fiscal 2024. 
Net Income 
Net income was $58.9 million, or $5.06 per common share basic and $5.03 per common share diluted, for fiscal 2025, compared to $60.2 million, or $5.19 per 
common share basic and $5.15 per common share diluted, for fiscal 2024, due to the factors discussed above. 
Fiscal 2024 Compared to Fiscal 2023 
The discussion of our results of operations for the fiscal year ended June 27, 2024 compared to the fiscal year ended June 29, 2023 can be found in Part II, Item 7, 
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended 
June 27, 2024 and such discussion is incorporated by reference herein. 

30
Liquidity and Capital Resources 
General 
The primary uses of cash are to fund our current operations, fulfill contractual obligations, pursue our Long-Range Plan through growing our branded and private 
brand programs, consummate and integrate business acquisitions, return cash to our stockholders through dividends, repay indebtedness and pay amounts owed 
under the Retirement Plan. Also, various uncertainties, including cost uncertainties, could result in additional uses of cash. The primary sources of cash are results 
of operations and availability under our Credit Facility. Beginning in the second quarter of fiscal 2025 and continuing into the next fiscal year, we plan to invest 
approximately $90.0 million in capital expenditures and related expenses, excluding any applicable tariffs, to acquire and install equipment, and make related 
infrastructure improvements to expand our production capabilities, increase our efficiency and further enhance our product offerings to our customers. 
Approximately half of this project expenditure is payable to vendors located in Europe. Furthermore, the large majority of those payments will be denominated in 
foreign currency. Depending on the level of tariffs in place at the time of delivery and unfavorable changes in foreign currency exchange rates, the ultimate cost 
of such equipment purchases could increase significantly. We obtained an equipment loan to finance a portion of this capital investment, and intend to fund the 
remainder with borrowings under our Credit Facility and/or use available cash generated from our operations. We anticipate that expected net cash flow 
generated from operations and amounts available pursuant to the Credit Facility and the aforementioned equipment loan will be sufficient to fund our operations 
and capital expenditures for the next twelve months. Our available credit under our Credit Facility has allowed us to devote funds to promote our products, 
increase consumer insight capabilities and promotional efforts, reinvest in the Company through capital expenditures, develop new products, pay cash dividends, 
consummate strategic investments and business acquisitions, such as the Lakeville Acquisition, and explore other growth strategies outlined in our Long-Range 
Plan.
Cash flows from operating activities have historically been driven by net income but are also significantly influenced by inventory requirements, which can 
change based upon fluctuations in both quantities and market prices of the various nuts and nut products we buy and sell. Current market trends in nut prices and 
crop estimates also impact nut procurement. 
The following table sets forth certain cash flow information for the last two fiscal years (dollars in thousands): 
 
 
 
June 26,
2025
   
June 27,
2024
   
2025 to 2024
$ Change
 
Operating activities
  $
30,545    $
101,673    $
(71,128)
Investing activities
   
(50,821)    
(87,349)    
36,528 
Financing activities
   
20,377     
(15,788)    
36,165 
Total change in cash
  $
101    $
(1,464)   $
1,565 
 
Operating Activities. Net cash provided by operating activities was $30.5 million in fiscal 2025, a decrease of $71.1 million compared to fiscal 2024. The 
decrease in operating cash flow was due to changes in working capital, primarily for inventory, compared to fiscal 2024.
Total inventories were $254.6 million at June 26, 2025, an increase of $58.0 million, or 29.5%, from the inventory balance at June 27, 2024. The increase was 
primarily due to higher commodity acquisition costs across all major tree nuts, as well as higher on-hand quantities of finished goods in preparation for 
anticipated seasonal demand.
Raw nut and dried fruit input stocks, some of which are classified as work in process, decreased 5.0 million pounds, or 8.4%, at June 26, 2025 compared to June 
27, 2024. This decrease was due to lower quantities of walnuts and pecans on hand due to increased shelling driven by demand of certain sizes and inventory 
levels. The weighted average cost per pound of raw nut and dried fruit input stocks on hand at the end of fiscal 2025 increased by 30.4% compared to the end of 
fiscal 2024, due to higher acquisition costs for almost all major tree nuts. 
As of June 26, 2025, there are known purchase obligations of $303.3 million which are expected to be settled during fiscal 2026. These purchase obligations 
primarily represent inventory and capital equipment purchase commitments; however, these amounts exclude purchase commitments under walnut purchase 
agreements due to the uncertainty of pricing and quantity. 
Additional contractual cash obligations include amounts owed for lease commitments and the payments to former officers under our Supplemental Employee 
Retirement Plan (“SERP”). We believe cash on hand, combined with cash provided by operations and borrowings available under the Credit Facility, will be 
sufficient to meet the cash requirements for all contractual cash obligations. See Note 4 — “Leases” and Note 15 — “Retirement Plan” of the Notes to 
Consolidated Financial Statements for additional information and future maturities. 

31
Investing Activities. Cash used in investing activities was $50.8 million in fiscal 2025. Capital expenditures accounted for a $50.7 million use of cash in fiscal 
2025. 
Cash used in investing activities was $87.3 million in fiscal 2024. The Lakeville Acquisition net purchase price was $59.0 million. 
Capital expenditures accounted for a $28.3 million use of cash in fiscal 2024. 
We expect total capital expenditures for equipment purchases and upgrades for fiscal 2026 to be approximately $104.0 million based on current foreign currency 
and tariff expectations. This includes all capital expenditures needed for the planned purchase of equipment to expand our production capabilities and related 
infrastructure improvements as described above, facility maintenance, food safety enhancements and expansion needs for our bar business. We expect to fund 
these capital purchases through a combination of borrowings under our existing Credit Facility, use of available cash from our operations and equipment loan 
financing obtained in the fourth quarter of fiscal 2025. Absent any additional material acquisitions or other significant investments, we believe that cash on hand, 
combined with cash provided by operations, borrowings available under the Credit Facility and equipment financing, will be sufficient to meet the cash 
requirements for planned capital expenditures.
Financing Activities. Cash provided by financing activities was $20.4 million during fiscal 2025. There was a net increase in borrowings under our Credit 
Facility of $37.2 million in fiscal 2025 due to increasing commodity acquisition costs and capital investment. Equipment loan proceeds received were $9.3 
million in fiscal 2025. We paid dividends totaling $24.4 million in fiscal 2025. We repaid $0.7 million of long-term debt during fiscal 2025. See Note 7 — 
“Revolving Credit Facility” and Note 8 — “Long-Term Debt” of the Notes to Consolidated Financial Statements for additional information and future maturities. 
Cash used in financing activities was $15.8 million during fiscal 2024. We paid dividends totaling $34.8 million in fiscal 2024. We repaid $0.7 million of long-
term debt during fiscal 2024. There was a net increase in borrowings outstanding under our Credit Facility of $20.4 million during fiscal 2024 primarily due to 
the Lakeville Acquisition.
Financing Arrangements 
On February 7, 2008, we entered into the Former Credit Agreement (as defined below) with a bank group (the “Bank Lenders”) providing a $117.5 million 
revolving loan commitment and letter of credit subfacility. Also on February 7, 2008, we entered into a Loan Agreement with an insurance company providing us 
with two term loans for an aggregate amount of $45.0 million (as amended, the “Mortgage Facility”). The Mortgage Facility was repaid in full in the third quarter 
of fiscal 2023 and the related mortgages on our owned real property located in Elgin, Illinois and Gustine, California have been released. 
Credit Facility
On March 5, 2020, we entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”) which amended and restated 
our Credit Agreement dated as of February 7, 2008 (the “Former Credit Agreement”). The Amended and Restated Credit Agreement provided for a $117.5 
million senior secured revolving credit facility with the same borrowing capacity, interest rates and applicable margin as the Former Credit Agreement and 
extended the term of the Former Credit Agreement from July 7, 2021 to March 5, 2025. 
The Amended and Restated Credit Facility is secured by substantially all of our assets other than machinery and equipment, real property and fixtures and was to 
mature on March 5, 2025. 
On May 8, 2023, we entered into the First Amendment to our Amended and Restated Credit Agreement (the “First Amendment”), which replaced the London 
interbank offered rate (“LIBOR”) interest rate option with the Secured Overnight Financing Rate (“SOFR”). The First Amendment updated the accrued interest 
rate to a rate based on SOFR plus an applicable margin based upon the borrowing base calculation, ranging from 1.35% to 1.85%. 
On September 29, 2023, we entered into the Second Amendment to our Amended and Restated Credit Agreement (the “Second Amendment”), which (among 
other things) increased the amount available to borrow under the Credit Facility to $150.0 million extended the maturity date to September 29, 2028 and allows 
the Company to pay up to $100 million in dividends per year, subject to meeting availability tests.
On June 16, 2025, we entered into the Consent and Third Amendment to our Amended and Restated Credit Agreement (the “Third Amendment”), which defined 
and included the Equipment Loan (as defined below).
At our election, borrowings under the Credit Facility currently accrue interest at either (i) a rate determined pursuant to the administrative agent’s prime rate plus 
an applicable margin determined by reference to the amount of loans which may be advanced under the borrowing base calculation, ranging from 0.25% to 
0.75% or (ii) a rate based upon SOFR plus an applicable margin. 
The terms of the Credit Facility contain covenants that, among other things, require us to restrict investments, indebtedness, liens, acquisitions and certain sales of 
assets and limit annual cash dividends or distributions, transactions with affiliates, redemptions of 

32
capital stock and prepayment of indebtedness (if such prepayment, among other things, is of a subordinate debt). If loan availability under the borrowing base 
calculation falls below $25.0 million, we will be required to maintain a specified fixed charge coverage ratio, tested on a monthly basis, until loan availability 
equals or exceeds $25.0 million for three consecutive months. All cash received from customers is required to be applied against the Credit Facility. The Bank 
Lenders have the option to accelerate and demand immediate repayment of our obligations under the Credit Facility in the event of default on the payments 
required under the Credit Facility, a change in control in the ownership of the Company, non-compliance with the financial covenant or upon the occurrence of 
other defaults by us under the Credit Facility. As of June 26, 2025, we were in compliance with all covenants under the Credit Facility, and we currently expect to 
be in compliance with the financial covenant in the Credit Facility for the foreseeable future. At June 26, 2025, we had $86.9 million of available credit under the 
Credit Facility. If this entire amount were borrowed at June 26, 2025, we would still be in compliance with all restrictive covenants under the Credit Facility. 
Selma Property
In September 2006, we sold our Selma, Texas properties (the “Selma Properties”) to two related party partnerships for $14.3 million and are leasing them back. 
The selling price was determined by an independent appraiser to be the fair market value which also approximated our carrying value. No gain or loss was 
recorded on the Selma Properties transaction. The lease for the Selma Properties has a ten-year term at a fair market value rent with three five-year renewal 
options. In September 2015, we exercised two of the five-year renewal options which extended the lease term to September 2026. The lease extension also 
reduced the monthly lease payment on the Selma Properties, beginning in September 2016, to reflect then current market conditions. At the end of each five-year 
renewal option, the base monthly lease amounts are reassessed, and the monthly payments increased to $114 beginning in September 2021. One five-year 
renewal option remains. Also, we have an option to purchase the Selma Properties from the owner at 95% (100% in certain circumstances) of the then fair market 
value, but not less than the original $14.3 million purchase price. The provisions of the arrangement are not eligible for sale-leaseback accounting and the $14.3 
million was recorded as a debt obligation. As of June 26, 2025, $6.4 million of the debt obligation was outstanding. 
Equipment Loan
On June 16, 2025, the Company entered into a financing agreement with Wells Fargo Bank, N.A. which allows the Company to finance up to $50 million for the 
purchase of equipment to further expand our production capabilities, increase our efficiency and further enhance our product offerings to our customers (the 
“Equipment Loan”). The Equipment Loan is provided under a master loan agreement and related equipment schedule(s), and is secured under a Security 
Agreement which provides for a first priority lien on all equipment and a second priority lien on our accounts receivable and inventory. The Company will be 
required to make sixty equal monthly payments comprised of principal and interest starting upon distribution of the final loan proceeds which is expected to 
occur in the fourth quarter of fiscal 2026. The fixed interest rate (SOFR plus an applicable margin of 1.49%) will be calculated at that point in time as well. The 
Equipment Loan contains a graded prepayment penalty if the loan is paid off within 36 months of commencement. The Company will make monthly interest-
only payments of SOFR plus an applicable margin of 1.60% prior to the delivery and acceptance of the equipment and distribution of the final loan proceeds 
which will be capitalized as part of the equipment acquisition cost. As of June 26, 2025, $9.3 million of the debt obligation under the Equipment Loan was 
outstanding.

33
Critical Accounting Policies and Estimates 
Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The accounting policies as 
disclosed in the Notes to Consolidated Financial Statements are applied in the preparation of our financial statements and accounting for the underlying 
transactions and balances. The policies discussed below are considered by our management to be critical for an understanding of our financial statements because 
the application of these policies places the most significant demands on management’s judgment, with financial reporting results relying on estimation regarding 
the effect of matters that are inherently uncertain. Specific risks, if applicable, for these critical accounting policies are described in the following paragraphs. For 
a detailed discussion on the application of these and other accounting policies, see Note 1 — “Significant Accounting Policies” of the Notes to Consolidated 
Financial Statements. 
Preparation of this Annual Report on Form 10-K requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, 
disclosures of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting 
period. Actual results may differ from those estimates. See “Forward-Looking Statements” below. 
Revenue Recognition 
The Company records revenue based on a five-step model in accordance with Accounting Standards Codification (“ASC”) Topic 606. The core principle of the 
guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration 
to which the entity expects to be entitled to in exchange for the goods or services. We sell our products under some arrangements which include customer 
contracts that fix the sales price for periods, which typically can be up to one year for some commercial ingredient customers. We also sell our products through 
specific programs consisting of promotion allowances, volume and customer rebates and marketing allowances, among others, to consumer and some commercial 
ingredient users. We recognize revenue as performance obligations are fulfilled, which occurs when control passes to our customers. We report all amounts billed 
to a customer in a sale transaction as revenue, including those amounts related to shipping and handling. We reduce revenue for estimated promotion allowances, 
volume and customer rebates and marketing allowances, among others. These reductions in revenue are considered variable consideration and are recorded in the 
same period the related sales are recorded. Such estimates are calculated using historical averages adjusted for any expected changes due to current business 
conditions and experience. See Note 3 — “Revenue Recognition” below for additional information on revenue recognition. 
Retirement Plan 
In order to measure the annual expense and calculate the liability associated with our SERP, management must make a variety of estimates including, but not 
limited to, discount rates, compensation increases and anticipated mortality rates. The estimates used by management are based on our historical experience as 
well as current facts and circumstances. We use a third-party specialist to assist management in appropriately measuring the expense associated with this 
employment-related benefit. Different estimates used by management could result in us recognizing different amounts of expense over different periods of time. 
We recognize net actuarial gains or losses in excess of 10% of the plan’s projected benefit obligation into current period expense over the average remaining 
expected service period of active participants. 
The most significant assumption for pension plan accounting is the discount rate. We select a discount rate each year (as of our fiscal year end measurement date) 
for our plan based upon a hypothetical corporate bond portfolio for which the cash flows match the year-by-year projected benefit cash flows for our pension 
plan. The hypothetical bond portfolio is comprised of high-quality fixed income debt securities (usually Moody’s Aa3 or higher) available at the measurement 
date. Based on this information, the discount rate selected by us for determination of pension expense was 5.45% for fiscal 2025, 5.12% for fiscal 2024, and 
4.68% for fiscal 2023. A 25-basis point increase or decrease in our discount rate assumption for fiscal 2025 would have resulted in an immaterial change in our 
pension expense for fiscal 2025. For our year end pension obligation determination, we selected discount rates of 5.49% and 5.45% for fiscal years 2025 and 
2024, respectively. 

34
Recent Accounting Pronouncements 
Refer to Note 1 — “Significant Accounting Policies” of the Notes to Consolidated Financial Statements for a discussion of recently issued accounting 
pronouncements. 
Forward-Looking Statements 
The statements contained in this Annual Report on Form 10-K, and in the Chief Executive Officer’s letter to stockholders accompanying the Annual Report on 
Form 10-K delivered to stockholders, that are not historical (including statements concerning our expectations regarding market risk) are “forward-looking 
statements.” These forward-looking statements may be followed (and therefore identified) by a cross reference to Part I, Item 1A — “Risk Factors” or may be 
otherwise identified by the use of forward-looking words and phrases such as “will”, “anticipates”, “intends”, “may”, “believes”, “should” and “expects”, and 
they are based on our current expectations or beliefs concerning future events and involve risks and uncertainties. We undertake no obligation to update publicly 
or otherwise revise any forward-looking statements, whether as a result of new information, future events or other factors that affect the subject of these 
statements, except where expressly required to do so by law. We caution that such statements are qualified by important factors, including the factors described in 
Part I, Item 1A — “Risk Factors” and other factors, risks and uncertainties that are beyond our control, that could cause results to differ materially from our 
current expectations and/or those in the forward-looking statements, as well as the timing and occurrence (or nonoccurrence) of transactions and other factors, 
risk, uncertainties and events which may be further subject to circumstances beyond our control. Consequently, results actually achieved may differ materially 
from the expected results included in these statements. 
Item 7A — Quantitative and Qualitative Disclosures About Market Risk 
We are exposed to the impact of changes in interest rates, commodity prices of raw material purchases and foreign exchange. We have not entered into any 
arrangements to hedge against changes in market interest rates, commodity prices or foreign currency fluctuations. 
We are unable to engage in hedging activity related to commodity prices, because there are no established futures markets for nuts; therefore, we can only attempt 
to pass on the commodity cost increases in the form of price increases to our customers. A hypothetical 1% increase in material costs, without a corresponding 
price increase, would have decreased gross profit approximately $6.6 million for fiscal 2025. See Part I, Item 1A — “Risk Factors” for a further discussion of the 
risks and uncertainties related to commodity prices of raw materials and the impact thereof on our business. 
Approximately 28% of the dollar value of our total nut and dried fruit purchases for fiscal 2025 were made from foreign countries, and while these purchases 
were payable in U.S. dollars and therefore we have no foreign currency risk in this regard, the underlying costs may fluctuate with changes in the value of the 
U.S. dollar relative to the currency in the foreign country from where the nuts are purchased, or to other major foreign currencies such as the euro. 
We are exposed to interest rate risk on our Credit Facility and Equipment Loan while we are making interest only payments, our only variable rate facilities, 
because we have not entered into any hedging instruments which fix the floating rate or offset an increase in the floating rate. A hypothetical 10% adverse change 
in weighted-average interest rates would have had approximately a $0.3 million impact on our net income and cash flows from operating activities for fiscal 
2025. 

35
Item 8 — Financial Statements and Supplementary Data 
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of John B. Sanfilippo & Son, Inc. 
Opinions on the Financial Statements and Internal Control over Financial Reporting 
We have audited the accompanying consolidated balance sheets of John B. Sanfilippo & Son, Inc. and its subsidiaries (the “Company”) as of June 26, 2025 and 
June 27, 2024, and the related consolidated statements of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the 
period ended June 26, 2025, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's 
internal control over financial reporting as of June 26, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the 
Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 26, 
2025 and June 27, 2024, and the results of its operations and its cash flows for each of the three years in the period ended June 26, 2025 in conformity with 
accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal 
control over financial reporting as of June 26, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions 
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for 
its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting 
appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control 
over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) 
(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and 
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable 
assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal 
control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial 
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence 
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant 
estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial 
reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and 
evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we 
considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting 
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the 
preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over 
financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the 
transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of 
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in 
accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of 
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of 
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with 
the policies or procedures may deteriorate.

36
Critical Audit Matters 
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or 
required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and 
(ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on 
the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the 
critical audit matter or on the accounts or disclosures to which it relates.
Valuation of the Projected Benefit Obligation related to the Supplemental Employee Retirement Plan (SERP)
As described in Note 15 to the consolidated financial statements, the Company’s projected benefit obligation related to the SERP is $28.7 million as of June 26, 
2025. The SERP is an unfunded, non-qualified benefit plan that will provide eligible participants with monthly benefits upon retirement, disability or death, 
subject to certain conditions. Benefits paid to retirees are based on age at retirement, years of credited service, and average compensation. The most significant 
assumption related to the Company’s SERP is the discount rate used to calculate the actuarial present value of benefit obligations to be paid in the future. 
The principal considerations for our determination that performing procedures relating to the valuation of the projected benefit obligation related to the SERP is a 
critical audit matter are (i) the significant judgment by management to determine the projected benefit obligation and the significant assumption related to 
discount rate, (ii) the significant auditor judgment, subjectivity and effort in evaluating management’s significant assumption related to the discount rate, and (iii) 
the audit effort included the use of professionals with specialized skill and knowledge. 
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated 
financial statements. These procedures included testing the effectiveness of controls relating to the Company’s determination of the projected benefit obligation 
related to the SERP, including the control over the development of the significant assumption related to the discount rate. These procedures also included, among 
others (i) testing management’s process for determining the projected benefit obligation, (ii) evaluating the appropriateness of the valuation method, (iii) testing 
the completeness and accuracy of underlying data used in the valuation of the projected benefit obligation, and (iv) evaluating the reasonableness of the discount 
rate. Evaluating management’s assumption related to the discount rate involved evaluating whether the assumption used by management is reasonable 
considering the consistency with external market data. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of 
the valuation method and the reasonableness of the discount rate.
/s/ PricewaterhouseCoopers LLP 
Chicago, Illinois
August 20, 2025
We have served as the Company’s auditor since 1982.

37
JOHN B. SANFILIPPO & SON, INC. 
CONSOLIDATED BALANCE SHEETS 
June 26, 2025 and June 27, 2024 
(dollars in thousands, except share and per share amounts) 
 
 
 
June 26,
2025
   
June 27,
2024
 
ASSETS
 
    
   
CURRENT ASSETS:
 
    
   
Cash
  $
585    $
484 
Accounts receivable, less allowance for doubtful accounts of $293 and $318, 
   respectively
   
76,656     
84,960 
Inventories
   
254,600     
196,563 
Prepaid expenses and other current assets
   
14,583     
12,078 
TOTAL CURRENT ASSETS
   
346,424     
294,085 
PROPERTY, PLANT AND EQUIPMENT:
 
    
   
Land
   
13,365     
13,365 
Buildings
   
119,315     
115,517 
Machinery and equipment
   
326,984     
295,599 
Furniture and leasehold improvements
   
5,540     
5,423 
Vehicles
   
1,228     
912 
Construction in progress
   
7,223     
7,569 
   
473,655     
438,385 
Less: Accumulated depreciation
   
308,506     
287,168 
   
165,149     
151,217 
Rental investment property, less accumulated depreciation of $16,053 and $15,246,
   respectively
   
13,070     
13,877 
TOTAL PROPERTY, PLANT AND EQUIPMENT
   
178,219     
165,094 
OTHER LONG TERM ASSETS:
 
    
   
Intangible assets, net
   
4,428     
5,822 
Deferred income taxes
   
5,782     
3,130 
Goodwill
   
11,750     
11,750 
Operating lease right-of-use assets
   
27,824     
27,404 
Other assets
   
23,176     
8,290 
TOTAL ASSETS
  $
597,603    $
515,575 
 
The accompanying notes are an integral part of these consolidated financial statements. 

38
JOHN B. SANFILIPPO & SON, INC. 
CONSOLIDATED BALANCE SHEETS 
June 26, 2025 and June 27, 2024 
(dollars in thousands, except share and per share amounts) 
 
 
 
June 26,
2025
   
June 27,
2024
 
LIABILITIES & STOCKHOLDERS’ EQUITY
 
    
   
CURRENT LIABILITIES:
 
    
   
Revolving credit facility borrowings
  $
57,584    $
20,420 
Current maturities of long-term debt, net, including related party debt of $808 
   and $737, respectively and net of unamortized debt issuance costs of $2 
   and $0, respectively
   
941     
737 
Accounts payable
   
60,479     
53,436 
Bank overdraft
   
294     
545 
Accrued payroll and related benefits
   
18,446     
35,601 
Other accrued expenses
   
18,302     
15,201 
TOTAL CURRENT LIABILITIES
   
156,046     
125,940 
LONG-TERM LIABILITIES:
 
    
   
Long-term debt, less current maturities, net, including related party debt of $5,557
   and $6,365, respectively and net of unamortized debt issuance costs of $123
   and $0, respectively
   
14,564     
6,365 
Retirement plan
   
27,921     
26,154 
Long-term operating lease liabilities, net of current portion
   
24,224     
24,877 
Long-term workers' compensation liabilities
   
10,603     
7,673 
Other
   
3,548     
1,953 
TOTAL LONG-TERM LIABILITIES
   
80,860     
67,022 
TOTAL LIABILITIES
   
236,906     
192,962 
COMMITMENTS AND CONTINGENCIES
 
    
   
STOCKHOLDERS’ EQUITY:
 
    
   
Class A Common Stock, convertible to Common Stock on a per share basis,
   cumulative voting rights of ten votes per share, $.01 par value; 10,000,000
   shares authorized, 2,597,426 shares issued and outstanding
   
26     
26 
Common Stock, non-cumulative voting rights of one vote per share, $.01 par
   value; 17,000,000 shares authorized, 9,161,348 and 9,123,938 shares issued,
   respectively
   
92     
91 
Capital in excess of par value
   
139,724     
135,691 
Retained earnings
   
221,495     
186,965 
Accumulated other comprehensive income
   
564     
1,044 
Treasury stock, at cost; 117,900 shares of Common Stock
   
(1,204)    
(1,204)
TOTAL STOCKHOLDERS’ EQUITY
   
360,697     
322,613 
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY
  $
597,603    $
515,575 
 
The accompanying notes are an integral part of these consolidated financial statements. 

39
JOHN B. SANFILIPPO & SON, INC. 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME 
For the years ended June 26, 2025, June 27, 2024 and June 29, 2023 
(dollars in thousands, except share and per share amounts) 
 
 
 
Year Ended
June 26, 2025
   
Year Ended
June 27, 2024
   
Year Ended
June 29, 2023
 
Net sales
  $
1,107,246 
 $
1,066,783 
 $
999,686 
Cost of sales
   
903,775 
  
852,644 
  
788,055 
Gross profit
   
203,471 
  
214,139 
  
211,631 
Operating expenses:
 
     
     
   
Selling expenses
   
78,934 
  
82,694 
  
76,803 
Administrative expenses
   
39,826 
  
48,484 
  
44,604 
Bargain purchase gain, net
   
— 
  
(2,226)
  
— 
Total operating expenses
   
118,760 
  
128,952 
  
121,407 
Income from operations
   
84,711 
  
85,187 
  
90,224 
Other expense:
 
     
     
   
Interest expense including $626, $691 and $750 to related parties,
   respectively
 
 
3,552 
  
2,549 
  
2,159 
Rental and miscellaneous expense, net
   
1,849 
  
1,301 
  
1,321 
Pension expense (excluding service costs)
   
1,445 
  
1,400 
  
1,394 
Total other expense, net
   
6,846 
  
5,250 
  
4,874 
Income before income taxes
   
77,865 
  
79,937 
  
85,350 
Income tax expense
   
18,931 
  
19,688 
  
22,493 
Net income
   
58,934 
  
60,249 
  
62,857 
Other comprehensive income, net of tax:
 
     
     
   
Amortization of actuarial loss included in net periodic pension cost
   
— 
  
— 
  
21 
Net actuarial (loss) gain arising during the period
   
(480)
  
1,248 
  
2,255 
Other comprehensive (loss) income, net of tax
   
(480)
  
1,248 
  
2,276 
Comprehensive income
  $
58,454 
 $
61,497 
 $
65,133 
Net income per common share — basic
  $
5.06 
 $
5.19 
 $
5.43 
Net income per common share — diluted
  $
5.03 
 $
5.15 
 $
5.40 
Cash dividends declared per share
  $
2.10 
 $
3.00 
 $
4.75 
Weighted average shares outstanding — basic
   
11,655,506 
  
11,615,255 
  
11,576,852 
Weighted average shares outstanding — diluted
   
11,724,433 
  
11,687,546 
  
11,642,046 
 
The accompanying notes are an integral part of these consolidated financial statements 

40
JOHN B. SANFILIPPO & SON, INC. 
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY 
For the years ended June 26, 2025, June 27, 2024 and June 29, 2023 
(dollars in thousands, except per share amounts) 
 
 
 
     
     
     
     
   
 
   
Accumulated
   
 
   
 
 
 
Class A
     
     
   
Capital in
   
 
   
Other
   
 
   
 
 
 
Common Stock
   
Common Stock
   
Excess of
   
Retained
   
Comprehensive
   
Treasury
   
 
 
 
Shares
   
Amount    
Shares
   
Amount
   
Par Value
   
Earnings
   
Loss (Income)
   
Stock
   
Total
 
Balance, June 30, 2022
 
2,597,426    $
26     
9,047,359 
 $
90    $
128,800    $
153,589    $
(2,480)   $
(1,204)   $
278,821 
Net income
    
    
     
    
      
62,857   
    
      
62,857 
Cash dividends ($4.75 per Class A
 and Common share)
    
    
     
    
      
(54,934)  
    
      
(54,934)
Pension liability amortization, net
 of income tax expense of $7
    
    
     
    
    
      
21   
      
21 
Pension liability adjustment, net
 of income tax expense of $752
    
    
     
    
    
      
2,255   
      
2,255 
Equity award exercises, net of
 shares withheld for employee taxes
    
      
28,967 
  
1     
(379)  
    
    
      
(378)
Stock-based compensation expense
    
    
     
      
3,565   
    
    
      
3,565 
Balance, June 29, 2023
 
2,597,426    $
26     
9,076,326 
 $
91    $
131,986    $
161,512    $
(204)   $
(1,204)   $
292,207 
Net income
    
    
     
    
      
60,249   
    
      
60,249 
Cash dividends ($3.00 per Class A
 and Common share)
    
    
     
    
      
(34,796)  
    
      
(34,796)
Pension liability adjustment, net
 of income tax expense of $415
    
    
     
    
    
      
1,248   
      
1,248 
Equity award exercises, net of
 shares withheld for employee taxes
    
      
47,612 
  
—     
(684)  
    
    
      
(684)
Stock-based compensation expense
    
    
     
      
4,389   
    
    
      
4,389 
Balance, June 27, 2024
 
2,597,426    $
26     
9,123,938 
  
91    $
135,691    $
186,965    $
1,044    $
(1,204)   $
322,613 
Net income
    
    
     
    
      
58,934   
    
      
58,934 
Cash dividends ($2.10 per Class A
 and Common share)
    
    
     
    
      
(24,404)  
    
      
(24,404)
Pension liability adjustment, net
 of income tax benefit of $160
    
    
     
    
    
      
(480)  
      
(480)
Equity award exercises, net of
 shares withheld for employee taxes
    
      
37,410 
  
1     
(490)  
    
    
      
(489)
Stock-based compensation expense
    
    
     
      
4,523   
    
    
      
4,523 
Balance, June 26, 2025
 
2,597,426    $
26     
9,161,348 
 $
92    $
139,724    $
221,495    $
564    $
(1,204)   $
360,697 
 
The accompanying notes are an integral part of these consolidated financial statements. 

41
JOHN B. SANFILIPPO & SON, INC. 
CONSOLIDATED STATEMENTS OF CASH FLOWS 
For the years ended June 26, 2025, June 27, 2024 and June 29, 2023 
(dollars in thousands) 
 
 
 
Year Ended
June 26,
2025
   
Year Ended
June 27,
2024
   
Year Ended
June 29,
2023
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
    
    
   
Net income
  $
58,934    $
60,249    $
62,857 
Depreciation and amortization
   
26,930     
24,581     
20,513 
Amortization of operating lease right-of-use assets
   
4,539     
2,023     
1,625 
Loss on disposition of properties, net
   
1,450     
558     
281 
Deferred income tax benefit
   
(2,492)    
(704)    
(1,115)
Stock-based compensation expense
   
4,523     
4,389     
3,565 
Bargain purchase gain, net
   
—     
(2,226)    
— 
Loss on previously held equity investment
   
—     
—     
1,000 
Change in assets and liabilities, net of Acquisitions:
 
    
    
   
Accounts receivable, net
   
8,342     
(12,106)    
(3,123)
Inventories
   
(58,037)    
11,873     
32,159 
Prepaid expenses and other current assets
   
(2,613)    
(4,216)    
1,471 
Accounts payable
   
6,838     
10,558     
(5,036)
Accrued expenses
   
(14,955)    
8,407     
9,946 
Income taxes receivable/payable
   
108     
(1,944)    
(104)
Other long-term liabilities
   
(186)    
(896)    
(162)
Other long-term assets
   
(4,186)    
(59)    
(529)
Other, net
   
1,350     
1,186     
1,307 
Net cash provided by operating activities
   
30,545     
101,673     
124,655 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
    
    
   
Purchases of property, plant and equipment
   
(50,712)    
(28,312)    
(20,732)
Business acquisitions, net
   
—     
(58,974)    
(3,500)
Other, net
   
(109)    
(63)    
(55)
Net cash used in investing activities
   
(50,821)    
(87,349)    
(24,287)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
    
    
   
Net short-term borrowings (repayments)
   
37,164     
20,420     
(40,439)
Principal payments on long-term debt
   
(737)    
(672)    
(3,154)
(Decrease) increase in bank overdraft
   
(251)    
260     
71 
Dividends paid
   
(24,404)    
(34,796)    
(54,934)
Proceeds from issuance of debt
   
9,265     
—     
— 
Debt issue costs
   
(170)    
(316)    
— 
Taxes paid related to net share settlement of equity awards
   
(490)    
(684)    
(379)
Net cash provided by (used in) financing activities
   
20,377     
(15,788)    
(98,835)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
   
101     
(1,464)    
1,533 
Cash and cash equivalents, beginning of period
   
484     
1,948     
415 
Cash and cash equivalents, end of period
  $
585    $
484    $
1,948 
Supplemental disclosures of cash flow information:
 
    
    
   
Interest paid
  $
3,290    $
2,370    $
2,116 
Income taxes paid, excluding refunds of $53, $227 and $120,
   respectively
   
21,136     
22,214     
23,427 
 
The accompanying notes are an integral part of these consolidated financial statements. 

42
JOHN B. SANFILIPPO & SON, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(dollars in thousands, except per share data) 
NOTE 1 — SIGNIFICANT ACCOUNTING POLICIES 
Basis of Presentation and Consolidation and Description of Business 
Our consolidated financial statements include the accounts of John B. Sanfilippo & Son, Inc., and our wholly-owned subsidiary, JBSS Ventures, LLC. Our fiscal 
year ends on the last Thursday of June each year, and typically consists of fifty-two weeks (four thirteen-week quarters). The accompanying consolidated 
financial statements and related footnotes are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). 
We are one of the leading processors and distributors of peanuts, pecans, cashews, walnuts, almonds and other nuts in the United States, and we also manufacture 
and distribute a complete portfolio of private brand snack and nutrition bars (“bars”). These nuts are primarily sold under a variety of private brand names, as 
well as our Fisher, Orchard Valley Harvest, Squirrel Brand and Southern Style Nuts brand names. We market and distribute, and in most cases, manufacture or 
process, a diverse product line of food and snack products, including bars, peanut butter, almond butter, cashew butter, candy and confections, snack and trail 
mixes, granola, sunflower kernels, dried fruit, corn snacks, sesame sticks, other sesame snack products and baked cheese snack products under our brand names, 
including Just the Cheese, and under private brands. Our products are sold through three primary distribution channels, including food retailers in the consumer 
channel, commercial ingredient users and contract manufacturing customers.
Management Estimates 
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of 
assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses 
during the reporting period. Significant estimates include reserves for customer deductions, the quantity of bulk inventories, the evaluation of recoverability of 
long-lived assets and the assumption used in estimating the annual discount rate utilized in determining the retirement plan liability. Actual results could differ 
from those estimates. 
Cash and Cash Equivalents
Cash and cash equivalents include cash on-hand and may periodically include money market instruments that are highly liquid investments. Cash and cash 
equivalents are carried at cost, which approximates fair value.
Accounts Receivable 
Accounts receivable are stated at the amounts charged to customers less allowances for doubtful accounts and reserves for estimated cash discounts and customer 
deductions. The allowance for doubtful accounts is calculated by specifically identifying customers that are credit risks and estimating the extent that other non-
specifically identified customers will become credit risks. Account balances are charged off against the allowance when we conclude that it is probable the 
receivable will not be recovered. Bad debt expense was $0, $114 and $54 for the years ended June 26, 2025, June 27, 2024 and June 29, 2023, respectively. The 
reserve for estimated cash discounts is based on historical experience. The reserve for customer deductions represents known customer short payments and an 
estimate of future credit memos that will be issued to customers related to rebates and allowances for marketing and promotions based on agreed upon programs 
and historical experience. 
Inventories 
Inventories, which consist principally of inshell bulk-stored nuts, shelled nuts, dried fruit, processed and packaged nut products and bars are stated at the lower of 
cost (first-in, first-out) and net realizable value. Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably 
predictable costs of completion, disposal and transportation. Inventory costs are reviewed at least quarterly. Fluctuations in the market price of pecans, peanuts, 
walnuts, almonds, cashews and other nuts and ingredients may affect the value of inventory, gross profit and gross profit margin. When net realizable values 
move below costs, we record adjustments to write down the carrying values of inventories to the lower of cost (first-in, first-out) and net realizable value. The 
results of our shelling process can also result in changes to inventory costs, such as adjustments made pursuant to actual versus expected crop yields. We 
maintain significant inventories of bulk-stored inshell pecans, peanuts and walnuts. Quantities of inshell bulk-stored nuts are determined based on our inventory 
systems and are subject to quarterly physical verification techniques including observation, weighing and other methods. The quantities of each crop year bulk-
stored nut inventories are generally shelled out over a ten to fifteen-month period, at which time revisions to any estimates, which historically averaged less than 
1.0% of inventory purchases, are also recorded. 

43
We enter into walnut purchase agreements with growers typically in our first fiscal quarter, under which they deliver their walnut crop to us during the fall 
harvest season (which typically occurs in our first and second fiscal quarters). Pursuant to our walnut purchase agreements, we determine the final price for this 
inventory after receipt and typically by the end of our third fiscal quarter. Since the ultimate purchase price to be paid is determined subsequent to receiving the 
walnut crop, we typically estimate the final purchase price for our first and second quarter interim financial statements based on crop size, quality, current market 
prices and other factors. Any such changes in estimates, which could be significant, are accounted for in the period of change by adjusting inventory on hand or 
cost of goods sold if the inventory has been sold. Changes in estimates may affect the ending inventory balances, as well as gross profit. There were no 
significant adjustments recorded in any of the periods presented. 
Property, Plant and Equipment 
Property, plant and equipment are stated at cost and are all located in the United States. Major improvements that extend the useful life, add capacity or add 
functionality are capitalized and charged to expense through depreciation. Repairs and maintenance costs are charged to expense as incurred. The cost and 
accumulated depreciation of assets sold or retired are removed from the respective accounts, and any gain or loss is recognized currently in operating income. 
Depreciation expense for the last three fiscal years is as follows: 
 
 
 
Year Ended
June 26,
2025
   
Year Ended
June 27,
2024
   
Year Ended
June 29,
2023
 
Depreciation expense
  $
25,536    $
22,895    $
18,746 
 
Cost is depreciated using the straight-line method over the following estimated useful lives: 
 
Classification
 
Estimated Useful Lives
Buildings
 
10 to 30 years
Machinery and equipment
 
5 to 10 years
Furniture and leasehold improvements
 
5 to 10 years
Vehicles
 
3 to 5 years
Computers and software
 
3 to 10 years
 
On June 16, 2025, the Company entered into the Equipment Loan (as defined in Note 8 — “Long-Term Debt” below). In accordance with the provisions of ASC 
835, Interest, the Company capitalizes interest costs incurred during the construction period of qualifying assets as part of the asset’s acquisition cost, therefore, 
interest costs incurred directly attributable to the Equipment Loan will be capitalized. The capitalized interest will be included in the carrying amount of the 
related assets and depreciated over their estimated useful lives once the assets are placed into service. We capitalized interest using the SOFR plus 1.60% interest 
rate on the equipment loan upon the first disbursement of the loan proceeds following the execution of the Equipment Loan. The interest capitalized in fiscal 
2025 was immaterial. No interest costs were capitalized for fiscal 2024 or fiscal 2023 because no significant project required such capitalization.
Equipment deposits paid on long term capital projects were $12,438 and $1,782 at June 26, 2025 and June 27, 2024, respectively, and are included in Other long 
term assets in the accompanying Consolidated Balance Sheets. 
Business Combinations 
We use the acquisition method in accounting for acquired businesses. Under the acquisition method, our financial statements reflect the operations of an acquired 
business starting from the completion of the acquisition. The assets acquired and liabilities assumed are recorded at their respective estimated fair values at the 
date of the acquisition. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. 
Segment Reporting 
We operate in a single reporting unit and operating segment that consists of selling various nut and nut related products and bars through three distribution 
channels with a similar distribution model. See Note 17 — “Segment Reporting” below for additional information.

44
Valuation of Long-Lived Assets and Other Intangible Assets 
We review held and used long-lived assets, including our rental investment property and amortizable identifiable intangible assets (e.g., customer relationships 
and brand names), to assess recoverability from projected undiscounted cash flows whenever events or changes in facts and circumstances indicate that the 
carrying value of the assets may not be recoverable. When such events occur, we compare the sum of the undiscounted cash flows expected to result from the use 
and eventual disposition of the asset or asset group to the carrying amount of the long-lived asset or asset group. The cash flows are based on our best estimate of 
future cash flows derived from the most recent business projections. If this comparison indicates there is an impairment, the carrying value of the asset is reduced 
to its estimated fair value. 
We did not record any impairment of long-lived assets for the last three fiscal years. 
Intangible assets are initially recorded at fair value in business acquisitions, which include customer relationships, brand names, formulas and non-compete 
agreements and are amortized over their estimated useful lives. Certain assets are amortized on an accelerated basis based on the timing of expected future 
benefits.
See Note 6 — “Goodwill and Intangible Assets” below for additional information. 
Goodwill 
Goodwill currently represents the excess of the purchase price over the fair value of the net assets from our fiscal 2018 acquisition of Squirrel Brand, L.P. and 
our fiscal 2023 acquisition of the Just the Cheese brand.
Goodwill is not amortized, but is tested annually as of the last day of each fiscal year for impairment, or whenever events or changes in circumstances indicate it 
is more likely than not that the carrying amount of the reporting unit is greater than its fair value. A significant amount of judgment is involved in determining if 
an indicator of impairment has occurred. Such indicators may include deterioration in general economic conditions, adverse changes in the markets in which we 
operate, increases in input costs that have negative effects on earnings and cash flows, or a trend of negative or declining cash flows over multiple periods, among 
others. The fair value that could be realized in an actual transaction may differ from that used to evaluate the impairment of goodwill. 
In testing goodwill for impairment, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a 
determination that it is more likely than not (more than 50%) that the estimated fair value of our single reporting unit is less than its carrying amount. If we elect 
to perform a qualitative assessment and determine that an impairment is more likely than not, we are then required to perform a quantitative impairment test, 
otherwise no further analysis is required. We also may elect not to perform the qualitative assessment and, instead, proceed directly to the quantitative 
impairment test. 
Under the goodwill qualitative assessment, various events and circumstances that would affect the estimated fair value of our single reporting unit are identified 
(similar to the impairment indicators above). During fiscal 2025, we performed a qualitative impairment test which considered the totality of all relevant events 
or circumstances that affect the fair value or carrying amount of our reporting unit. This qualitative test concluded it is more likely than not that the fair value is 
greater than its carrying amount. 
Under the goodwill quantitative impairment test, the evaluation of impairment involves comparing the current fair value of our single reporting unit to its 
carrying value, including goodwill. We estimate the fair value using level 3 inputs as defined by the fair value hierarchy. The inputs used to estimate fair value 
include several subjective factors, such as estimates of future cash flows, estimates of our future cost structure, discount rates for our estimated cash flows, 
required level of working capital, assumed terminal value and time horizon of cash flow forecasts. Our market capitalization is also an estimate of fair value that 
is considered in our qualitative impairment analysis which is a level 1 input in the fair value hierarchy. If the carrying value of our single reporting unit exceeds 
its fair value, we recognize an impairment loss equal to the difference between the carrying value and estimated fair value. 
Elgin Rental Property 
In April 2005, we acquired property to be used for the Elgin Site. Two buildings are located on the Elgin Site, one of which is an office building. Approximately 
84% of the rentable area in the office building is currently vacant. Approximately 29% of the rentable area has not been built-out. The other building, a 
warehouse, was expanded and modified for use as our principal processing facility and headquarters. The allocation of the purchase price to the two buildings 
was determined through a third-party appraisal. The value assigned to the office building is included in rental investment property on the balance sheet. The value 
assigned to the manufacturing building is included in the caption “Property, plant and equipment”. 
The net rental expense from the office building is included in the caption “Rental and miscellaneous expense, net”. See Note 4 — “Leases” below for additional 
information. 

45
Fair Value of Financial Instruments 
Authoritative guidance issued by the Financial Accounting Standards Board (“FASB”) defines fair value as the price that would be received for an asset or paid 
to transfer a liability in an orderly transaction between market participants on the measurement date. The guidance establishes a fair value hierarchy that 
prioritizes observable and unobservable inputs used to measure fair value into three broad levels: 
 
 
       Level 1-
Quoted prices in active markets that are accessible at the measurement date for identical assets and liabilities.
 
 
 
Level 2-
Observable inputs other than quoted prices in active markets. For example, quoted prices for similar assets or liabilities in active markets or 
quoted prices for identical assets or liabilities in inactive markets.
 
 
 
Level 3-
Unobservable inputs for which there is little or no market data available.
The carrying values of cash, cash equivalents, trade accounts receivable and accounts payable approximate their fair values at June 26, 2025 and June 27, 2024 
because of the short-term maturities and nature of these balances. 
The carrying value of our Credit Facility (as defined in Note 7 — “Revolving Credit Facility” below) borrowings approximates fair value at June 26, 2025 and 
June 27, 2024 because interest rates on this instrument approximate current market rates (Level 2 criteria), the short-term maturity and nature of this balance. In 
addition, there has been no significant change in our inherent credit risk. 
The following table summarizes the carrying value and fair value estimate of our current and long-term debt, excluding unamortized debt issuance costs: 
 
 
 
June 26,
2025
   
June 27,
2024
 
Carrying value of current and long-term debt:
  $
15,630    $
7,102 
Fair value of current and long-term debt:
   
15,329     
6,496 
 
The estimated fair value of our current and long-term debt was determined using a market approach based upon Level 2 observable inputs, which estimates fair 
value based on interest rates currently offered on loans with similar terms to borrowers of similar credit quality or broker quotes. In addition, there have been no 
significant changes in the underlying assets securing our long-term debt. 
Revenue Recognition 
The Company records revenue based on a five-step model in accordance with ASC Topic 606, Revenue from Contracts with Customers. The core principle of the 
guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration 
to which the entity expects to be entitled to in exchange for the goods or services. We sell our products under some arrangements which include customer 
contracts that fix the sales price for periods, which typically can be up to one year for some commercial ingredient customers. We also sell our products through 
specific programs consisting of promotion allowances, volume and customer rebates and marketing allowances, among others, to consumer and some commercial 
ingredient users. We recognize revenues as performance obligations are fulfilled, which occurs when control passes to our customers. We report all amounts 
billed to a customer in a sale transaction as revenue, including those amounts related to shipping and handling. We reduce revenue for estimated promotion 
allowances, volume and customer rebates and marketing allowances, among others. These reductions in revenue are considered variable consideration and are 
recorded in the same period the related sales are recorded. Such estimates are calculated using historical averages adjusted for any expected changes due to 
current business conditions and experience. See Note 3 — “Revenue Recognition” below for additional information on revenue recognition. 
Significant Customers and Concentration of Credit Risk 
The highly competitive nature of our business provides an environment for the loss of customers and the opportunity to gain new customers. We are subject to 
concentrations of credit risk, primarily in trade accounts receivable, and we attempt to mitigate this risk through our credit evaluation process, collection terms 
and through geographical dispersion of sales. Sales to two customers exceeded 10% of net sales during fiscal 2025, fiscal 2024 and fiscal 2023. In total, sales to 
these two customers represented approximately 51%, 52% and 51% of our net sales in fiscal 2025, fiscal 2024 and fiscal 2023, respectively. In total, net accounts 
receivable from these customers were 52% and 47% of net accounts receivable at June 26, 2025 and June 27, 2024, respectively. 
Net sales to customers in foreign countries, primarily Canada, was approximately 1% during all fiscal years presented.

46
Marketing and Advertising Costs
Marketing and advertising costs, including consumer insight research and related consulting expenses, are incurred to promote and support branded products 
primarily in the consumer distribution channel. These costs are generally expensed as incurred, recorded in selling expenses and were as follows for the last three 
fiscal years: 
 
 
 
Year Ended
June 26,
2025
   
Year Ended
June 27,
2024
   
Year Ended
June 29,
2023
 
Marketing and advertising expense
  $
11,097    $
15,705    $
13,947 
 
Shipping and Handling Costs 
Shipping and handling costs, which include freight and other expenses to prepare finished goods for shipment, are included in selling expenses. This excludes 
rent expense for our leased warehouse located in Huntley, IL. Shipping and handling costs for the last three fiscal years were as follows: 
 
 
 
Year Ended
June 26,
2025
   
Year Ended
June 27,
2024
   
Year Ended
June 29,
2023
 
Shipping and handling costs
  $
33,800    $
32,460    $
30,918 
 
Research and Development Expenses 
Research and development expense represents the cost of our research and development personnel and their related expenses and is charged to selling expenses 
as incurred. Research and development expenses for the last three fiscal years were as follows: 
 
 
 
Year Ended
June 26,
2025
   
Year Ended
June 27,
2024
   
Year Ended
June 29,
2023
 
Research and development expense
  $
3,493    $
3,621    $
3,362 
 
Stock-Based Compensation 
We account for stock-based employee compensation arrangements in accordance with the provisions of ASC Topic 718, Compensation — Stock Compensation, 
by calculating compensation cost based on the grant date fair value. We then amortize compensation expense over the vesting period. The grant date fair value of 
restricted stock units (“RSUs”) and performance stock units (“PSUs”) is generally determined based on the market price of our Common Stock on the date of 
grant. Forfeitures are recognized as they occur, and excess tax benefits or tax deficiencies are recognized as a component of income tax expense. 
Income Taxes 
We account for income taxes using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax 
consequences of events that have been reported in our financial statements or tax returns. Such items give rise to differences in the financial reporting and tax 
basis of assets and liabilities. A valuation allowance is recorded to reduce the carrying amount of deferred tax assets if it is more likely than not that all or a 
portion of the asset will not be realized. In estimating future tax consequences, we consider all expected future events other than changes in tax law or rates. 
We record liabilities for uncertain income tax positions based on a two-step process. The first step is recognition, where we evaluate whether an individual tax 
position has a likelihood of greater than 50% of being sustained upon examination based on the technical merits of the position, including resolution of any 
related appeals or litigation processes. For tax positions that are currently estimated to have a less than 50% likelihood of being sustained, no tax benefit is 
recorded. For tax positions that have met the recognition threshold in the first step, we perform the second step of measuring the benefit to be recorded. The 
actual benefits ultimately realized may differ from our estimates. In future periods, changes in facts, circumstances, and new information may require us to 
change the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recorded in 
results of operations and financial position in the period in which such changes occur. 
We recognize interest and penalties accrued related to unrecognized tax benefits in the “Income tax expense” caption in the Consolidated Statement of 
Comprehensive Income. 

47
We evaluate the realization of deferred tax assets by considering our historical taxable income and future taxable income based upon the reversal of deferred tax 
liabilities. As of June 26, 2025, we believe that our deferred tax assets are fully realizable. 
Earnings per Share 
Basic earnings per common share are calculated using the weighted average number of shares of Common Stock and Class A Stock outstanding during the 
period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue Common Stock were exercised or 
converted into Common Stock or resulted in the issuance of Common Stock. 
The following table presents the reconciliation of the weighted average shares outstanding used in computing basic and diluted earnings per share: 
 
 
 
Year Ended
June 26,
2025
   
Year Ended
June 27,
2024
   
Year Ended
June 29,
2023
 
Weighted average number of shares outstanding — basic
   
11,655,506     
11,615,255     
11,576,852 
Effect of dilutive securities:
 
    
    
   
Restricted stock units and performance stock units
   
68,927     
72,291     
65,194 
Weighted average number of shares outstanding — diluted
   
11,724,433     
11,687,546     
11,642,046 
 
There were no anti-dilutive awards excluded from the computation of diluted earnings per share for any periods presented. 
Comprehensive Income 
We account for comprehensive income in accordance with ASC Topic 220, Comprehensive Income. This topic establishes standards for reporting and displaying 
comprehensive income and its components in a full set of general-purpose financial statements. The topic requires that all components of comprehensive income 
be reported in a financial statement that is displayed with the same prominence as other financial statements. This topic also requires all non-owner changes in 
stockholders’ equity be presented in either a single continuous statement of comprehensive income or in two separate but consecutive statements. This guidance 
also requires presentation by the respective line items of net income, either on the face of the statement where net income is presented or in the notes and 
information about significant amounts required under U.S. GAAP to be reclassified out of accumulated other comprehensive income in their entirety. For 
amounts not required to be reclassified in their entirety to net income, we provide a cross-reference to other disclosures that offer additional details about those 
amounts. 
Recent Accounting Pronouncements 
The following accounting pronouncement has been adopted in the current fiscal year:
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280)”. The amendments in this update modify the disclosure requirements by 
expanding the disclosures required for reportable segments in annual and interim consolidated financial statements, primarily through enhanced disclosures about 
significant segment expenses. In addition, the amendments require that any entity that has a single reportable segment provide all the disclosures required both in 
this update and those already existing in Topic 280. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods 
within fiscal years beginning after December 15, 2024. The Company adopted this pronouncement in fiscal 2025 and retrospectively to all prior periods using the 
significant segment expense categories identified. While the adoption of this guidance did not have a material impact on the Company’s consolidated financial 
statements, it has resulted in incremental disclosure. See Note 17 — “Segment Reporting” for further discussion.
The following recent accounting pronouncements have not yet been adopted:
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The amendments in this update 
enhance the transparency and decision usefulness of income tax disclosures primarily related to the rate reconciliation and income taxes paid by jurisdiction. The 
amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments will be applied prospectively, but 
may be applied retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact of this update but do not expect it 
to have a material impact on our Consolidated Financial Statements.

48
NOTE 2 — LAKEVILLE ACQUISITION
On September 29, 2023, we completed the acquisition of certain snack bar assets from TreeHouse Foods, Inc. ( “Seller”). The acquired assets include inventory, a 
manufacturing facility and related equipment located in Lakeville, Minnesota, and product formulas (the “Lakeville Acquisition”) for a net purchase price of 
$58,974. The purchase price for the Lakeville Acquisition was primarily funded from borrowings under the Credit Facility (defined in Note 7 - “Revolving Credit 
Facility” below).
The Lakeville Acquisition accelerates our strategy within the growing bar category and diversifies our product offerings. It also allows us to offer private brand 
customers a complete portfolio of bars, including fruit and grain, crunchy, sweet and salty and chewy bars that complement internally developed nutrition bars. 
The Lakeville Acquisition has been accounted for as a business combination in accordance with ASC Topic 805, “Business Combinations”.
The following table summarizes the amounts allocated to the fair values of certain assets acquired at the acquisition date:
Inventories
$
35,500 
Property, plant and equipment
 
25,600 
Identifiable intangible assets:
  
   Product formulas
 
850 
   Total assets acquired
$
61,950 
Property, plant and equipment represent a manufacturing facility and related equipment located in Lakeville, Minnesota. The fair value for the property was 
primarily determined using a market approach. The fair values for the machinery and equipment were determined using a combination of the direct and indirect 
cost approaches, along with the market approach. All building and equipment assets are being depreciated on a straight-line basis over their estimated remaining 
useful lives as determined in accordance with our accounting policies.
The product formulas asset represents the value of these formulas designed to replicate the taste, texture and appearance of branded snack bars. The fair value of 
the product formulas was determined using the income approach through a relief from royalty method analysis. We are amortizing formulas over a weighted 
average life of 5.4 years. 
There were no recognized or unrecognized material contingencies associated with the acquired business.
The $61,950 fair value of the identifiable assets acquired exceeded the total purchase price of $58,974. Accordingly, this acquisition resulted in a bargain 
purchase and we recognized a gain of $2,226, net of taxes, which is reported in the caption “Bargain purchase gain, net” in our consolidated financial results for 
the year ended June 27, 2024. We believe the Lakeville Acquisition resulted in a bargain purchase gain because the Seller was motivated to divest such snack 
bars business, as its performance no longer supported the Seller's long-term growth targets.
Net sales of $119,837 from the closing date of the Lakeville Acquisition on September 29, 2023 are included in our consolidated financial results for fiscal 2024. 
The closing date of the Lakeville Acquisition was on the first day of our second quarter in fiscal 2024. The Company also incurred acquisition-related costs of 
$856 for fiscal 2024 which are included in Administrative expenses. 
The following reflects the unaudited pro forma results of operations of the Company as if the Lakeville Acquisition had taken place at the beginning of fiscal 
2023. This pro forma information does not purport to represent what the Company’s actual results would have been if the Lakeville Acquisition had occurred as 
of the date indicated or what such results would be for any future periods.
 
 
Year Ended
June 27,
2024
   
Year Ended
June 29,
2023
 
Pro forma net sales
  $
1,107,096    $
1,164,597 
Pro forma net income
   
57,878     
57,929 
Pro forma diluted earnings per share
  $
4.95    $
4.98 
These unaudited pro forma results have been calculated after applying our accounting policies and adjusting the results of the Lakeville Acquisition to reflect 
elimination of transaction costs and the bargain purchase gain and to record additional interest expense and cost of sales that would have been incurred, assuming 
the fair value adjustment to inventory had been applied from July 1, 2022, net of related income taxes in respect of pro forma net income and diluted earnings per 
share performance. The impact to the above pro forma information of incremental depreciation and amortization expense is insignificant and therefore excluded 
from the calculation of pro forma results.

49
Since the Lakeville Acquisition, we continue to operate in a single reportable operating segment that consists of selling various nut and nut-related products and 
bars through three sales distribution channels. Revenues from the Lakeville Acquisition are primarily in our consumer distribution channel.
NOTE 3 — REVENUE RECOGNITION 
We recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be 
entitled in exchange for those goods or services. For each customer contract, a five-step process is followed in which we identify the contract, identify 
performance obligations, determine the transaction price, allocate the contract transaction price to the performance obligations, and recognize the revenue when 
(or as) the performance obligation is transferred to the customer. 
Nature of Products 
We manufacture and sell the following: 
•
branded products under our own proprietary brands to retailers on a national basis; 
•
private brand products to retailers, such as supermarkets, mass merchandisers, and specialty retailers, for resale under the retailers’ own or 
controlled labels; 
•
private brand and branded products to the foodservice industry, including foodservice distributors and national restaurant operators; 
•
branded products under co-manufacturing agreements to other major branded companies for their distribution; and 
•
products to our industrial customer base for repackaging in portion control packages and for use as ingredients by other food manufacturers. 
When Performance Obligations Are Satisfied 
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account for revenue recognition. A 
contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. 
The Company’s performance obligations are primarily for the delivery of raw and processed recipe and snack nuts, nut butters, trail mixes and bars. 
Our customer contracts do not include more than one performance obligation. If a contract were to contain more than one performance obligation, we are 
required to allocate the contract’s transaction price to each performance obligation based on its relative standalone selling price. The standalone selling price for 
each distinct good is generally determined by directly observable data. 
Revenue recognition is generally completed at a point in time when product control is transferred to the customer. For virtually all of our revenues, control 
transfers to the customer when the product is shipped or delivered to the customer based upon applicable shipping terms, as the customer can then direct the use 
and obtain substantially all of the remaining benefits from the asset at that point in time. Therefore, the timing of our revenue recognition requires little judgment. 
The performance obligations in our contracts are satisfied within one year, and typically much less. As such, we have not disclosed the transaction price allocated 
to remaining performance obligations for any periods presented. 
Significant Payment Terms 
Our customer contracts identify the product, quantity, price, payment and final delivery terms. Payment terms usually include early pay discounts. We grant 
payment terms consistent with industry standards. On a limited basis some payment terms may be extended; however, no payment terms beyond six months are 
granted at contract inception. The average customer payment is received within approximately 30 days of the invoice date. As a result, we do not adjust the 
promised amount of consideration for the effects of a significant financing component because the period between our transfer of a promised good or service to a 
customer and the customer’s payment for that good or service will be six months or less. 
Shipping 
All shipping and handling costs associated with outbound freight are accounted for as fulfillment costs and are included in selling expense. 

50
Variable Consideration 
Some of our products are sold through specific incentive programs consisting of promotional allowances, volume and customer rebates, in-store display 
incentives and marketing allowances, among others, to consumer and some commercial ingredient customers. The ultimate cost of these programs is dependent 
on certain factors such as actual purchase volumes or customer activities and is dependent on significant management judgment when determining estimates. The 
Company accounts for these programs as variable consideration and recognizes a reduction in revenue (and a corresponding reduction in the transaction price) in 
the same period as the underlying program based upon the terms of the specific arrangements. 
Trade promotions, consisting primarily of customer pricing allowances, merchandising funds and consumer coupons, are also offered through various programs 
to customers and consumers. A provision for estimated trade promotions is recorded as a reduction of revenue (and a reduction in the transaction price) in the 
same period when the sale is recognized. Revenues are also recorded net of expected customer deductions which are provided for based upon past experiences. 
Evaluating these estimates requires management judgment. 
We generally use the most likely amount method to determine the variable consideration. We believe there will not be significant changes to our estimates of 
variable consideration when any related uncertainties are resolved with our customers. The Company reviews and updates its estimates and related accruals of 
variable consideration and trade promotions at least quarterly based on the terms of the agreements and historical experience. Any uncertainties in the ultimate 
resolution of variable consideration due to factors outside of the Company’s influence are typically resolved within a short timeframe, therefore, no additional 
constraint on the variable consideration is required. 
Product Returns 
While customers generally have the right to return defective or non-conforming products, past experience has demonstrated that product returns have generally 
been immaterial. Customer remedies may include either a cash refund or an exchange of the returned product. As a result, the right of return and related refund 
liability for non-conforming or defective goods is estimated and recorded as a reduction in revenue, if necessary. 
Contract Balances 
Contract assets or liabilities result from transactions with revenue recorded over time. If the measure of remaining rights exceeds the measure of the remaining 
performance obligations, the Company records a contract asset. Conversely, if the measure of the remaining performance obligations exceeds the measure of the 
remaining rights, the Company records a contract liability. The contract asset balance at June 26, 2025 was $159 and is recorded in the caption “Prepaid expenses 
and other current assets” on the Consolidated Balance Sheets. There was no other contract asset balance for the other periods presented. The Company generally 
does not have material deferred revenue or contract liability balances arising from transactions with customers. 
Contract Costs 
The Company does not incur significant fulfillment costs requiring capitalization. 
Disaggregation of Revenue 
Revenue disaggregated by distribution channel is as follows: 
 
 
 
For the Year Ended
 
Distribution Channel
 
June 26,
2025
   
June 27,
2024
   
June 29,
2023
 
Consumer
  $
907,222    $
872,283    $
785,646 
Commercial Ingredients
   
108,941     
110,483     
123,094 
Contract Manufacturing
   
91,083     
84,017     
90,946 
Total
  $
1,107,246    $
1,066,783    $
999,686 
 

51
NOTE 4 — LEASES
We lease warehouse space, equipment used in the transportation of goods in our warehouses and a limited number of automobiles and semi-trailers. Our leases 
generally do not contain any explicit guarantees of residual value and, with the exception of the Huntley facility, generally do not contain non-lease components. 
Our leases for warehouse transportation equipment generally require the equipment to be returned to the lessor in good working order. 
Through a review of our contracts, we determine if an arrangement is a lease at inception and analyze the lease to determine if it is operating or finance. 
Operating lease right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease 
payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of 
lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental collateralized borrowing rate based on the 
information available at the commencement date in determining the present value of lease payments. Implicit rates are used when readily determinable. None of 
our leases currently contain options to extend the term. In the event of an option to extend the term of a lease, the lease term used in measuring the liability would 
include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option. Lease expense for operating lease payments 
is recognized on a straight-line basis over the respective lease term. Our leases have remaining terms of up to 6.6 years. 
It is our accounting policy not to apply lease recognition requirements to short-term leases, defined as leases with an initial term of 12 months or less. As such, 
leases with an initial term of 12 months or less are not recorded in the Consolidated Balance Sheets. We have also made the policy election to not separate lease 
and non-lease components for all leases. 
The following table provides supplemental information related to operating lease right-of-use assets and liabilities: 
 
 
 
June 26,
2025
   
June 27,
2024
   
Affected Line Item in Consolidated
Balance Sheet
Assets
 
    
    
 
Operating lease right-of-use assets
  $
27,824    $
27,404   
Operating lease right-of-use assets
Total lease right-of-use assets
  $
27,824    $
27,404   
 
Liabilities
 
    
    
 
Current:
 
    
    
 
Operating leases
  $
4,515    $
2,623   
Other accrued expenses
Noncurrent:
 
    
    
 
Operating leases
   
24,224     
24,877   
Long-term operating lease liabilities
Total lease liabilities
  $
28,739    $
27,500   
 
 
The following tables summarize the Company’s total lease costs and other information arising from operating lease transactions: 
 
 
 
Year Ended
June 26, 2025
   
Year Ended
June 27, 2024
   
Year Ended
June 29, 2023
 
Operating lease costs 
  $
7,379    $
3,147    $
2,215 
Variable lease costs 
   
1,282     
(25)    
208 
Total Lease Cost
  $
8,661    $
3,122    $
2,423 
 
Includes short-term leases which are immaterial for all periods presented. 
Variable lease costs consist of property tax, sales tax, insurance and lease overtime charges. 
Supplemental cash flow and other information related to leases was as follows: 
 
 
 
Year Ended
June 26,
2025
   
Year Ended
June 27,
2024
   
Year Ended
June 29,
2023
 
Operating cash flows information:
 
    
    
   
Cash paid for amounts included in measurements for lease
   liabilities
  $
5,609    $
2,636    $
1,804 
Non-cash activity:
 
    
    
   
Right-of-use assets obtained in exchange for new operating
   lease obligations
  $
4,959    $
23,000    $
5,749 
(a)
(b)
(a)
(b)

52
 
 
June 26,
2025
   
June 27,
2024
 
Weighted Average Remaining Lease Term (in years)
   
5.7     
6.6 
Weighted Average Discount Rate
   
6.7%   
6.8%
 
Maturities of operating lease liabilities as of June 26, 2025 are as follows: 
 
Fiscal Year Ending
 
 
 
June 25, 2026
  $
6,285 
June 24, 2027
   
6,295 
June 29, 2028
   
6,149 
June 28, 2029
   
5,230 
June 27, 2030
   
4,379 
Thereafter
   
6,368 
Total lease payments
   
34,706 
Less imputed interest
   
(5,967)
Present value of operating lease liabilities
  $
28,739 
 
At June 26, 2025, the Company has additional operating leases of approximately $496 that have not yet commenced and therefore are not reflected in the 
Consolidated Balance Sheet and tables above. The leases are scheduled to commence in the first quarter of fiscal 2026 with an initial lease term ranging from 4 to 
6 years. 
Lessor Accounting 
We lease office space in our four-story office building located in Elgin, Illinois. As a lessor, we retain substantially all of the risks and benefits of ownership of 
the investment property and under Topic 842: Leases we continue to account for all of our leases as operating leases. Lease agreements may include options to 
renew. We accrue fixed lease income on a straight-line basis over the terms of the leases. There is generally no variable lease consideration and an immaterial 
amount of non-lease components such as recurring utility and storage fees. Leases between related parties are immaterial. 
Leasing revenue is as follows: 
 
 
 
Year Ended
June 26,
2025
   
Year Ended
June 27,
2024
   
Year Ended
June 29,
2023
 
Lease income related to lease payments
  $
1,479    $
2,010    $
1,651 
 
The future minimum, undiscounted fixed cash flows under non-cancelable tenant operating leases for each of the next five years and thereafter is presented 
below. 
 
Fiscal Year Ending
 
 
 
June 25, 2026
  $
1,155 
June 24, 2027
   
1,172 
June 29, 2028
   
582 
June 28, 2029
   
531 
June 27, 2030
   
544 
Thereafter
   
2,443 
 
  $
6,427 
 
NOTE 5 — INVENTORIES 
Inventories consist of the following: 
 
 
 
June 26,
2025
   
June 27,
2024
 
Raw material and supplies
  $
95,350    $
85,300 
Work-in-process and finished goods
   
159,250     
111,263 
 
  $
254,600    $
196,563 

53
 
NOTE 6 — GOODWILL AND INTANGIBLE ASSETS 
Intangible assets subject to amortization consist of the following: 
 
 
 
June 26, 2025
   
June 27, 2024
 
Customer relationships
  $
21,350    $
21,350 
Brand names
   
17,070     
17,070 
Product formulas
   
850     
850 
Non-compete agreements
   
300     
300 
Total intangible assets, gross
   
39,570     
39,570 
Less accumulated amortization:
 
    
   
Customer relationships
   
(21,179)    
(20,680)
Brand names
   
(13,388)    
(12,668)
Product formulas
   
(283)    
(121)
Non-compete agreements
   
(292)    
(279)
Total accumulated amortization
   
(35,142)    
(33,748)
Net intangible assets
  $
4,428    $
5,822 
 
Customer relationships relate to the fiscal 2023 Just the Cheese brand acquisition, the fiscal 2018 Squirrel Brand acquisition and the fiscal 2010 Orchard Valley 
Harvest (“OVH”) acquisition. The customer relationships resulting from the OVH acquisition are fully amortized. The brand names consist primarily of the 
Squirrel Brand and Southern Style Nuts and the Fisher brand name, which we acquired in a 1995 acquisition. The Fisher brand name is fully amortized. The 
remainder of the brand name relates to Just the Cheese brand acquisition and the OVH acquisition, which is fully amortized. Product formulas relate to the 
private label bars acquired in fiscal 2024 Lakeville Acquisition.
Total amortization expense related to intangible assets, which is classified in administrative expense in the Consolidated Statement of Comprehensive Income, 
was as follows for the last three fiscal years: 
 
 
 
Year Ended
June 26,
2025
   
Year Ended
June 27,
2024
   
Year Ended
June 29,
2023
 
Amortization of intangible assets
  $
1,394    $
1,686    $
1,767 
 
Expected amortization expense the next five fiscal years is as follows: 
 
Fiscal Year Ending
 
 
 
June 25, 2026
  $
1,042 
June 24, 2027
   
847 
June 29, 2028
   
677 
June 28, 2029
   
496 
June 27, 2030
   
400 
 
Our net goodwill at June 29, 2023 was comprised of $9,650 from the fiscal 2018 Squirrel Brand acquisition and $2,100 from the fiscal 2023 Just the Cheese 
brand acquisition. The changes in the carrying amount of goodwill during the two fiscal years ended June 26, 2025 are as follows: 
 
Gross goodwill balance at June 29, 2023
  $
20,516 
Accumulated impairment losses
   
(8,766)
Net balance at June 29, 2023
   
11,750 
Goodwill acquired during fiscal 2024
   
— 
Net balance at June 27, 2024
   
11,750 
Goodwill acquired during fiscal 2025
   
— 
Net balance at June 26, 2025
  $
11,750 

54
NOTE 7 — REVOLVING CREDIT FACILITY 
On March 5, 2020, we entered into an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”), which amended and restated 
our Credit Agreement dated as of February 7, 2008 (the “Former Credit Agreement”) with a bank group (the “Bank Lenders”). The Amended and Restated Credit 
Agreement provided for a $117,500 senior secured revolving credit facility (the “Credit Facility”) with the same borrowing capacity, interest rates and applicable 
margin as the Former Credit Agreement and extended the term of the Former Credit Agreement from July 7, 2021 to March 5, 2025. The Credit Facility is 
secured by substantially all of our assets other than machinery and equipment, real property and fixtures. 
On May 8, 2023, we entered into the First Amendment to our Amended and Restated Credit Agreement (the “First Amendment”), which replaced the London 
interbank offered rate interest rate option with the secured overnight financing rate (“SOFR”). The First Amendment updated the accrued interest rate to a rate 
based on SOFR plus an applicable margin based upon the borrowing base calculation, ranging from 1.35% to 1.85%.
On September 29, 2023, we entered into the Second Amendment to our Amended and Restated Credit Agreement (the “Second Amendment”), which (among 
other things) increased the amount available to borrow under the Credit Facility to $150,000, extended the maturity date to September 29, 2028 and allows the 
Company to pay up to $100,000 in dividends per year, subject to meeting availability tests. 
On June 16, 2025, we entered into the Consent and Third Amendment to our Amended and Restated Credit Agreement (the “Third Amendment”), which defined 
and included the Equipment Loan (as defined below in Note 8 — “Long-Term Debt” below).
At June 26, 2025 the weighted average interest rate for the Credit Facility was 6.09%. At June 27, 2024 the weighted average interest rate for the Credit Facility 
was 8.06%. At June 26, 2025 and June 27, 2024, our unused letters of credit were $4,515 and $4,857, respectively. The terms of the Credit Facility contain 
covenants that require us to restrict investments, indebtedness, liens, acquisitions and certain sales of assets, cash dividends, redemptions of capital stock and 
prepayment of indebtedness (if such prepayment, among other things, is of a subordinate debt). If loan availability under the Borrowing Base Calculation falls 
below $25,000, we will be required to maintain a specified fixed charge coverage ratio, tested on a monthly basis. All cash received from customers is required to 
be applied against the Credit Facility. The Bank Lenders are entitled to require immediate repayment of our obligations under the Credit Facility in the event of 
default on the payments required under the Credit Facility, a change in control in the ownership of the Company, non-compliance with the financial covenant or 
upon the occurrence of certain other defaults by us under the Credit Facility. As of June 26, 2025, we were in compliance with the financial covenant under the 
Credit Facility and we currently expect to be in compliance with the financial covenant in the Credit Facility for the next twelve months. At June 26, 2025, we 
had $86,931 of available credit under the Credit Facility, which reflects borrowings of $57,584 and reduced availability as a result of $5,485 in outstanding letters 
of credit. We would still be in compliance with all restrictive covenants under the Credit Facility if this entire amount were borrowed.
NOTE 8 — LONG-TERM DEBT 
Long-term debt consists of the following: 
 
 
 
June 26,
2025
   
June 27,
2024
 
Selma, Texas facility financing obligation to related parties,
   due in monthly installments of $114 including interest at 9.25%
   through September 1, 2026
 
 
6,365    
7,102 
Equipment Loan financing obligation to Wells Fargo Bank, N.A 
   due in monthly installments 
 
 
9,265    
— 
Unamortized debt issuance costs
   
(125)   
— 
 
   
15,505    
7,102 
Less: Current maturities, net of unamortized debt issuance costs
   
(941)   
(737)
Total long-term debt, net of unamortized debt issuance costs
  $
14,564   $
6,365 
 
Equipment Loan funds will be disbursed by the lender in variable installments. The payback period will begin upon disbursement of the final loan 
proceeds expected to occur in the fourth quarter of our fiscal 2026. The fixed interest rate will be calculated at that point in time as well.
(a)
(a)

55
Selma Properties
In September 2006, we sold our Selma, Texas properties (the “Selma Properties”) to two related party partnerships for $14,300 and are leasing them back. The 
selling price was determined by an independent appraiser to be the fair market value which also approximated our carrying value. The lease for the Selma, Texas 
properties had an initial ten-year term at a fair market value rent with three five-year renewal options. In September 2015, we signed a lease renewal which 
exercised two five-year renewal options and extended the term of our Selma lease to September 18, 2026. At the end of each five-year renewal option, the base 
monthly lease amounts are reassessed, and the monthly payments increased to $114 beginning in September 2021. One five-year renewal option remains. Also, 
we currently have the option to purchase the properties from the lessor at 95% (100% in certain circumstances) of the then fair market value, but not to be less 
than the $14,300 purchase price. The financing obligation is being accounted for similar to the accounting for a capital lease, whereby the purchase price was 
recorded as a debt obligation, as the provisions of the arrangement are not eligible for sale-leaseback accounting.
Equipment Loan
On June 16, 2025, the Company entered into a financing agreement with Wells Fargo Bank, N.A. which allows the Company to finance up to $50,000 for the 
purchase of equipment to further expand our production capabilities, increase our efficiency and further enhance our product offerings to our customers (the 
“Equipment Loan”). The Equipment Loan is provided under a master loan agreement and related equipment schedule(s), and is secured under a Security 
Agreement which provides for a first priority lien on all equipment and a second priority lien on our accounts receivable and inventory. The Company will be 
required to make sixty equal monthly payments comprised of principal and interest starting upon distribution of the final loan proceeds which is expected to 
occur in the fourth quarter of fiscal 2026. The fixed interest rate (SOFR plus an applicable margin of 1.49%) will be calculated at that point in time as well. Any 
change in the SOFR rate from what has been estimated in the table above will have an insignificant impact on the schedule. The Equipment Loan contains a 
graded prepayment penalty if the loan is paid off within 36 months of commencement. The Company will make monthly interest-only payments of SOFR plus an 
applicable margin of 1.60% prior to the delivery and acceptance of the equipment and distribution of the final loan proceeds which will be capitalized as part of 
the equipment acquisition cost.
Aggregate maturities of long-term debt are as follows: 
 
Fiscal Year Ending
 
 
 
June 25, 2026
   
943 
June 24, 2027
   
2,547 
June 29, 2028
   
2,728 
June 28, 2029
   
2,922 
June 27, 2030
   
3,131 
Thereafter
   
3,359 
 
  $
15,630 
 
NOTE 9 — INCOME TAXES 
The provision for income taxes is based entirely on income before income taxes earned in the United States, and is as follows for the last three fiscal years: 
 
 
 
For the Year Ended
 
 
 
June 26,
2025
   
June 27,
2024
   
June 29,
2023
 
Current:
 
    
    
   
Federal
  $
16,736    $
15,405    $
18,393 
State
   
4,687     
4,987     
5,215 
Total current expense
   
21,423     
20,392     
23,608 
Deferred:
 
    
    
   
Deferred federal
   
(2,009)    
209     
(1,164)
Deferred state
   
(483)    
(913)    
49 
Total deferred tax benefit
   
(2,492)    
(704)    
(1,115)
Total income tax expense
  $
18,931    $
19,688    $
22,493 

56
The reconciliations of income taxes at the statutory federal income tax rate to income tax expense reported in the Consolidated Statements of Comprehensive 
Income for the last three fiscal years are as follows: 
 
 
 
June 26,
2025
   
June 27,
2024
   
June 29,
2023
 
Federal statutory income tax rate
   
21.0%   
21.0%   
21.0%
State income taxes, net of federal benefit
   
4.1     
3.8     
4.9 
Section 162(m) limitation
   
0.2     
1.4     
0.7 
Research and development tax credit
   
(1.0)    
(0.9)    
(0.3)
Bargain purchase gain
   
—     
(0.6)    
— 
Share-based compensation
   
(0.1)    
(0.4)    
0.1 
Uncertain tax positions
   
0.3     
0.2     
0.1 
Other
   
(0.2)    
0.1     
(0.1)
Effective tax rate
   
24.3%   
24.6%   
26.4%
 
Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement basis and the 
tax basis of assets and liabilities using enacted statutory tax rates applicable to future years. Deferred tax assets and liabilities are comprised of the following: 
 
 
 
June 26,
2025
   
June 27,
2024
 
Deferred tax assets (liabilities):
 
    
   
Accounts receivable
  $
405    $
417 
Employee compensation
   
2,558     
2,343 
Inventory
   
621     
460 
Depreciation
   
(15,902)    
(16,466)
Capitalized leases
   
1,064     
1,115 
Goodwill and intangible assets
   
240     
797 
Retirement plan
   
7,185     
6,716 
Workers’ compensation
   
1,746     
1,663 
Share based compensation
   
2,085     
1,780 
Research related expenditures
   
5,035     
3,505 
Other
   
745     
800 
Net deferred tax asset
  $
5,782    $
3,130 
 
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will 
not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income of the character necessary during the 
periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of 
available carryback and carryforward periods), projected future taxable income and tax-planning strategies in making this assessment. If or when recognized, the 
tax benefits relating to any reversal of the valuation allowance will be recognized as a reduction of income tax expense. 
For the years ending June 26, 2025 and June 27, 2024, unrecognized tax benefits and accrued interest and penalties were $780 and $692. Accrued interest and 
penalties related to uncertain tax positions are not material for any periods presented. Interest and penalties within income tax expense were not material for any 
period presented. The total gross amounts of unrecognized tax benefits were $807 and $733 at June 26, 2025 and June 27, 2024, respectively. 
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows: 
 
 
 
June 26,
2025
   
June 27,
2024
   
June 29,
2023
 
Beginning balance
  $
733    $
463    $
390 
Gross increases — tax positions in prior year
   
52     
146     
32 
Settlements
   
(141)    
(104)    
(36)
Gross increases — tax positions in current year
   
251     
311     
127 
Lapse of statute of limitations
   
(88)    
(83)    
(50)
Ending balance
  $
807    $
733    $
463 

57
Unrecognized tax benefits, that if recognized, would affect the annual effective tax rate on income from continuing operations, are as follows: 
 
 
 
June 26,
2025
   
June 27,
2024
   
June 29,
2023
 
Unrecognized tax benefits that would affect annual effective
   tax rate
  $
770    $
682    $
439 
 
During fiscal 2025, the change in unrecognized tax benefits due to statute expiration was not material. We do not anticipate that total unrecognized tax benefits 
will significantly change in the next twelve months. 
We file income tax returns with federal and state tax authorities within the United States of America. Our federal tax returns are open for audit for fiscal 2022 
through 2024. Our Illinois tax returns for fiscal 2023 and 2024 are under audit. Our California tax returns for fiscal 2021 through 2024 are open for audit. No 
other tax jurisdictions are material to us. 
The One, Big, Beautiful Bill Act (the “Act”) was signed into law on July 4, 2025. The Act contains significant tax law changes with various effective dates 
affecting business taxpayers. Among the tax law changes that will impact the Company relate to the timing of certain tax deductions including depreciation 
expense and research and development expenditures. The Company will implement the Act’s tax law changes in the first quarter of fiscal 2026. The Company 
does not anticipate any impact to its overall tax expense, but the Act will impact the allocation of tax expense between current and deferred.
NOTE 10 — COMMITMENTS AND CONTINGENCIES 
Litigation 
We are currently a party to various legal proceedings in the ordinary course of business. While management presently believes that the ultimate outcomes of 
these proceedings, individually and in the aggregate, will not materially affect our financial position, results of operations or cash flows, legal proceedings are 
subject to inherent uncertainties, and unfavorable outcomes could occur. Unfavorable outcomes could include substantial money damages in excess of any 
appropriate accruals, which management has established. Were such unfavorable final outcomes to occur, there exists the possibility of a material adverse effect 
on our financial position, results of operations and cash flows. 
NOTE 11 — STOCKHOLDERS’ EQUITY 
Our Class A Common Stock, $.01 par value (the “Class A Stock”), has cumulative voting rights with respect to the election of those directors which the holders 
of Class A Stock are entitled to elect, and 10 votes per share on all other matters on which holders of our Class A Stock and Common Stock are entitled to vote, 
with the exception of election of the directors for which the holders of Common Stock are eligible to elect. In addition, each share of Class A Stock is convertible 
at the option of the holder at any time into one share of Common Stock and automatically converts into one share of Common Stock upon any sale or transfer 
other than to related individuals or certain other events as set forth in our Restated Certificate of Incorporation. Each share of our Common Stock, $.01 par value 
(the “Common Stock”) has noncumulative voting rights of one vote per share. The Class A Stock and the Common Stock are entitled to share equally, on a share-
for-share basis, in any cash dividends declared by the Board of Directors, and the holders of the Common Stock are entitled to elect 25%, rounded up to the 
nearest whole number, of the members comprising the Board of Directors. During fiscal 2017, our Board of Directors adopted a dividend policy under which it 
intends to pay an annual cash dividend on our Common Stock and Class A Stock during the first quarter of each fiscal year. 
NOTE 12 — STOCK-BASED COMPENSATION PLANS 
At our 2023 meeting of stockholders, our stockholders approved a new equity incentive plan (the “2023 Omnibus Plan”) under which awards of options and other 
stock-based awards may be made to employees, officers or non-employee directors of our Company. A total of 747,065 shares of Common Stock are authorized 
for grants of awards thereunder, which may be in the form of options, restricted stock, RSUs, stock appreciation rights (“SARs”), performance shares, PSUs, 
Common Stock or dividends and dividend equivalents. As of June 26, 2025, there were 627,364 shares of Common Stock that remained authorized for future 
grants of awards, subject to the limitations set below. Under the terms of the 2023 Omnibus Plan, the total number of shares of Common Stock with respect to 
which options or SARs may be granted in any calendar year to any participant may not exceed 500,000 shares (this limit applies separately with respect to each 
type of award). Additionally, for awards of restricted stock, RSUs, performance shares, PSUs or other stock-based awards that are intended to qualify as 
performance-based compensation: (i) the total number of shares of Common Stock that may be granted in any calendar year to any participant may not exceed 
250,000 shares (this limit applies separately to each type of award) and (ii) the maximum amount that may be paid to any participant for awards that are payable 
in cash or property other than Common Stock in any calendar year is $5,000. During fiscal 2017, the Board of Directors adopted an equity grant cap which 
further restricted the number of awards that could be made to any one participant or in the aggregate. The equity grant 

58
cap limited the number of awards to 250,000 awards to all participants and 20,000 awards to any one participant in a fiscal year. Except as set forth in the 2023 
Omnibus Plan, RSUs have vesting periods of three years for awards to employees and one year for awards to non-employee members of the Board of Directors. 
PSUs have a vesting period of approximately 33 months and performance goals that must be achieved in order to be earned and vest. We issue new shares of 
Common Stock upon the vesting of RSUs and PSUs. 
The fair value of RSUs and PSUs are generally determined based on the market price of our Common Stock on the date of grant. The fair value of RSUs and 
PSUs granted for the years ended June 26, 2025, June 27, 2024 and June 29, 2023 was $5,513, $4,805 and $4,769, respectively. 
The following is a summary of RSU activity for the year ended June 26, 2025: 
 
Restricted Stock Units
 
Shares
   
Weighted-
Average
Grant-Date
Fair Value
 
Outstanding at June 27, 2024
   
147,443    $
73.09 
Granted
   
63,414    $
75.03 
Vested 
   
(43,094)   $
76.65 
Forfeited
   
(8,939)   $
75.35 
Outstanding at June 26, 2025
   
158,824    $
72.77 
 
The number of RSUs vested includes shares that were withheld on behalf of employees to satisfy statutory tax withholding requirements.
The following is a summary of PSU activity for the year ended June 26, 2025:
Performance Stock Units 
 
Shares
   
Weighted-
Average
Grant-Date
Fair Value
 
Outstanding at June 27, 2024
   
8,031    $
82.99 
Granted
   
10,481    $
72.08 
Vested
   
—    $
— 
Forfeited
   
(1,213)   $
77.07 
Outstanding at June 26, 2025
   
17,299    $
76.79 
The PSUs are presented based on reaching target performance. The PSUs vest approximately 33 months from the grant date, with the number of shares 
earned (ranging from 0% to 200% of the target award) depending on the extent to which we achieve certain performance metrics. Based on current 
expectations and performance against these metrics, we expect 17,380 PSUs to be earned and thus vest at the end of the applicable vesting periods. The 
final number of shares that will eventually be earned and vest (if any) has not yet been determined as of June 26, 2025.
At June 26, 2025 there were 30,178 RSUs outstanding that were vested but deferred. At June 27, 2024 there were 25,800 RSUs outstanding that were vested but 
deferred. The non-vested RSUs and PSUs at June 26, 2025 will vest over a weighted-average period of 1.3 years. The fair value of RSUs that vested for the years 
ended June 26, 2025, June 27, 2024 and June 29, 2023 was $3,303, $3,838 and $2,978, respectively. 
The following table summarizes compensation cost charged to earnings for all equity compensation plans and the total income tax benefit recognized for the last 
three fiscal years: 
 
 
 
Year Ended
June 26,
2025
   
Year Ended
June 27,
2024
   
Year Ended
June 29,
2023
 
Compensation cost charged to earnings
  $
4,523    $
4,389    $
3,565 
Income tax benefit recognized
   
1,131     
1,097     
891 
 
At June 26, 2025, there was $4,710 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under our 
stock-based compensation plans. We expect to recognize that cost over a weighted-average period of 1.3 years. 
(a)
(a)
(a)
(a)

59
NOTE 13 — CASH DIVIDENDS 
Our Board of Directors declared and we paid the following cash dividends in fiscal 2025 and fiscal 2024: 
 
Declaration Date
 
Record Date
 
Dividend Per
Share
   
Total
Amount
   
Payment Date
July 17, 2024
 
August 20, 2024   $
2.10    $
24,404   
September 11, 2024
May 1, 2024
 
May 31, 2024  $
1.00   $
11,621   
June 20, 2024
July 18, 2023
 
August 22, 2023   $
2.00    $
23,175   
September 13, 2023
 
(a)
The dividends declared on July 18, 2023 and July 17, 2024 include both the annual and special dividend declared on such date. 
On July 15, 2025, our Board of Directors declared a special cash dividend of $0.60 per share and a regular annual cash dividend of $0.90 per share on all issued 
and outstanding shares of Common Stock and Class A Stock of the Company. Refer to Note 19 — “Subsequent Event” below. 
NOTE 14 — EMPLOYEE BENEFIT PLANS 
We maintain a contributory plan established pursuant to the provisions of section 401(k) of the Internal Revenue Code. The plan provides retirement benefits for 
all nonunion employees meeting minimum age and service requirements. For the last three fiscal years, we matched 100% of the first three percent contributed by 
each employee and 50% of the next two percent contributed, up to certain maximums specified in the plan. Expense for the 401(k) plan was as follows for the last 
three fiscal years:
 
 
 
Year Ended
June 26,
2025
   
Year Ended
June 27,
2024
   
Year Ended
June 29,
2023
 
401(k) plan expense
  $
4,085    $
3,987    $
2,746 
We also offer a non-qualified deferred compensation plan to provide executives with the opportunity to accumulate assets for retirement on a tax-deferred basis 
(the “Plan”). Participants in the Plan can defer up to 80% of their base salary and up to 100% of performance-based compensation. The compensation deferred 
under this Plan is credited with earnings and losses as determined by the rate of return of reference investments selected by the participants. Participants are fully 
vested in their respective deferrals and earnings. We may also make discretionary contributions, which vest three years from the crediting date, at full vesting age, 
or other events as defined and described in the Plan. We invest in corporate owned life insurance contracts (“COLI”) on the lives of designated individuals that 
are held in a Rabbi Trust (“Trust”) to fund the Plan obligations. The Trust is the owner and beneficiary of such insurance contracts. Our promise to pay amounts 
deferred under this Plan is an unsecured obligation. Participant’s benefits can be paid out as a lump sum or in annual installments over a term of up to 10 years. 
The COLI investments are recorded at cash surrender value. The cash surrender value of the life insurance contracts was $2,599 and $1,214 at June 26, 2025 and 
June 27, 2024, respectively, and are included in Other long term assets in the accompanying Consolidated Balance Sheets. The balances due to participants in the 
Plan were $2,769 and $1,261 as of June 26, 2025 and June 27, 2024, respectively, and are included in the caption “Other” within Long term liabilities in the 
accompanying Consolidated Balance Sheets. Matching contribution expense was $53 and $246 for the year ended June 26, 2025 and June 27, 2024, respectively.
 
Virtually all of our salaried employees participate in our Sanfilippo Value Added Plan (as amended, the “SVA Plan”), which is a cash incentive plan (an 
economic value added-based program) administered by our Compensation and Human Resources Committee. We accrue expense related to the SVA Plan in the 
annual period that the economic performance underlying such performance occurs. This method of expense recognition properly matches the expense associated 
with improved economic performance with the period the improved performance occurs on a systematic and rational basis. The SVA Plan payments, if any, are 
paid to participants in the first quarter of the following fiscal year in which they are earned. 
NOTE 15 — RETIREMENT PLAN 
The Supplemental Employee Retirement Plan (“SERP”) is an unfunded, non-qualified benefit plan that will provide eligible participants with monthly benefits 
upon retirement, disability or death, subject to certain conditions. Benefits paid to retirees are based on age at retirement, years of credited service, and average 
compensation. We use our fiscal year end as the measurement date for the obligation calculation. Accounting guidance in ASC Topic 715, Compensation — 
Retirement Benefits, requires the recognition of the funded status of the SERP on the Consolidated Balance Sheet. Actuarial gains or losses, prior service costs or 
credits and transition obligations that have not yet been recognized are recorded as a component of “Accumulated Other Comprehensive Income (Loss)”. 
(a)

60
The following table presents the changes in the projected benefit obligation for the fiscal years ended: 
 
 
 
June 26,
2025
   
June 27,
2024
 
Change in projected benefit obligation
 
    
   
Projected benefit obligation at beginning of year
  $
26,862    $
28,017 
Service cost
   
516     
251 
Interest cost
   
1,445     
1,400 
Actuarial loss (gain)
   
640     
(1,663)
Benefits paid
   
(724)    
(1,143)
Projected benefit obligation at end of year
  $
28,739    $
26,862 
 
The accumulated benefit obligation, which represents benefits earned up to the measurement date, was $27,583 and $24,952 at June 26, 2025 and June 27, 2024, 
respectively. 
Components of the actuarial loss (gain) are presented below for the fiscal years ended: 
 
 
 
June 26,
2025
   
June 27,
2024
   
June 29,
2023
 
Actuarial Loss (Gain)
 
    
    
   
Change in assumed pay increases
  $
1,119    $
1,418    $
(70)
Change in discount rate
   
(141)    
(1,138)    
(1,584)
Change in mortality assumptions
   
—     
—     
— 
Other
   
(338)    
(1,943)    
(1,353)
Actuarial loss (gain)
  $
640    $
(1,663)   $
(3,007)
The components of the net periodic pension cost are as follows for the fiscal years ended: 
 
 
 
June 26,
2025
   
June 27,
2024
   
June 29,
2023
 
Service cost
  $
516    $
251    $
801 
Interest cost
   
1,445     
1,400     
1,366 
Recognized loss amortization
   
—     
—     
28 
Net periodic pension cost
  $
1,961    $
1,651    $
2,195 
 
The most significant assumption related to our SERP is the discount rate used to calculate the actuarial present value of benefit obligations to be paid in the 
future. 
We used the following assumptions to calculate the benefit obligation of our SERP as of the following dates: 
 
 
 
June 26,
2025
 
June 27,
2024
Discount rate
 
5.49%
 
5.45%
Average rate of compensation increases
 
4.50%
 
6.11%
Bonus payment
 
45% - 115% of base, paid 
4 of 5 years
 
45% - 115% of base, paid 
4 of 5 years
 
We used the following assumptions to calculate the net periodic costs of our SERP as follows for the fiscal years ended: 
 
 
 
June 26,
2025
 
June 27,
2024
 
June 29,
2023
Discount rate
 
5.45%
 
5.12%
 
4.68%
Rate of compensation increases
 
6.11%
 
4.50%
 
4.50%
Mortality
 
Pri-2012 white collar with 
MP- 2021 scale
 
Pri-2012 white collar 
with MP- 2021 scale
 
Pri-2012 white collar with 
MP- 2021 scale
Bonus payment
 
45% - 115% of base, paid 4 
of 5 years
 
45% - 110% of base, paid 
4 of 5 years
 
45% - 110% of base, paid 
4 of 5 years

61
 
The assumed discount rate is based, in part, upon a discount rate modeling process that considers both high quality long-term indices and the duration of the 
SERP relative to the durations implicit in the broader indices. The discount rate is utilized principally in calculating the actuarial present value of our obligation 
and periodic expense pursuant to the SERP. To the extent the discount rate increases or decreases, our SERP obligation is decreased or increased, respectively. 
The following table presents the benefits expected to be paid in the next ten fiscal years: 
 
Fiscal Year
 
 
 
2026
  $
818 
2027
   
890 
2028
   
854 
2029
   
1,855 
2030
   
1,820 
2031 — 2035
   
11,024 
 
At June 26, 2025 and June 27, 2024, the current portion of the SERP liability was $818 and $708, respectively, and recorded in the caption “Accrued payroll and 
related benefits” on the Consolidated Balance Sheets. 
The following table presents the components of accumulated other comprehensive income that have not yet been recognized in net pension expense: 
 
 
 
June 26,
2025
   
June 27,
2024
 
Unrecognized net gain
  $
983    $
1,623 
Tax effect
   
(419)    
(579)
Net amount unrecognized
  $
564    $
1,044 
 
NOTE 16 — ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) 
The table below sets forth the changes to accumulated other comprehensive income (loss) for the last two fiscal years. These changes are all related to our defined 
benefit pension plan. 
 
Changes to Accumulated Other Comprehensive Income (Loss) 
 
Year Ended
June 26,
2025
   
Year Ended
June 27,
2024
 
Balance at beginning of period
  $
1,044    $
(204)
Other comprehensive income before reclassifications
   
(640)    
1,663 
Amounts reclassified from accumulated other comprehensive loss
   
—     
— 
Tax effect
   
160     
(415)
Net current-period other comprehensive income
   
(480)    
1,248 
Balance at end of period
  $
564    $
1,044 
 Amounts in parenthesis indicate debits/expense. 
NOTE 17 — SEGMENT REPORTING 
The Company’s chief operating decision maker (“CODM”) is comprised of the chief executive officer and chief operating officer who review financial 
information on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. As such, we operate 
in a single reporting unit and operating segment that consists of selling various nut and nut related products and bars through three distribution channels, almost 
entirely within the United States. A description of how the Company derives revenues is included in Note 3 — “Revenue Recognition”. 
The CODM uses consolidated net income as the measure of segment profit or loss to make key operating decisions, monitor budget versus actual results and 
allocate resources. The CODM compares net income to prior year to assess year-over-year growth of the Company and compares net income to budget to 
evaluate how the Company is performing against internal expectations. The measure of segment assets is reported on the Consolidated Balance Sheet as total 
assets. Depreciation, amortization and purchases of property, plant and equipment are reported at the consolidated level on the Consolidated Statements of Cash 
Flows. The significant segment expenses regularly provided to the CODM are those presented on our Consolidated Statements of Comprehensive Income. These 
significant expenses include cost of sales, selling expenses and administrative expenses. Other segment items include interest expense, 
(a)
(a)

62
net rental and miscellaneous expense, pension expense and income tax expense on the Consolidated Statements of Comprehensive Income.
Depreciation expense, significant customers and geographic information, and revenue by product type are included in Note 1 — “Significant Accounting 
Policies”, Note 3 — “Revenue Recognition” and Note 18 — “Product Type Sales Mix”, respectively. 
NOTE 18 — PRODUCT TYPE SALES MIX 
The following table summarizes sales by product type as a percentage of total gross sales. The information is based upon gross sales, rather than net sales, 
because certain adjustments, such as promotional discounts, are not allocable to product types, for the fiscal year ended: 
 
Product Type
 
June 26,
2025
   
June 27,
2024
   
June 29,
2023
 
Peanuts & Peanut Butter
   
16.4%   
17.9%   
19.0%
Pecans
   
9.4     
9.1     
11.4 
Cashews & Mixed Nuts
   
17.6     
18.2     
20.7 
Walnuts
   
4.9     
4.4     
5.6 
Almonds
   
7.2     
7.8     
8.8 
Trail & Snack Mixes
   
24.2     
24.8     
27.2 
Bars
   
14.0     
11.4     
0.4 
Other
   
6.3     
6.4     
6.9 
 
   
100.0%   
100.0%   
100.0%
 
NOTE 19 — SUBSEQUENT EVENT 
On July 15, 2025, our Board of Directors declared a special cash dividend of $0.60 per share and a regular annual cash dividend of $0.90 per share on all issued 
and outstanding shares of Common Stock and Class A Stock of the Company (the “August 2025 Dividends”). The August 2025 Dividends will be paid on 
September 11, 2025 to stockholders of record as of the close of business on August 19, 2025. 

63
Item 9 — Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
None. 
Item 9A — Controls and Procedures 
Disclosure Controls and Procedures 
Under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), we 
conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated 
under the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our CEO and CFO concluded that, as 
of June 26, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports 
that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is 
accumulated and reported to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. 
Management’s Report on Internal Control over Financial Reporting 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 
13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our CEO and CFO, we carried out an evaluation of the 
effectiveness of our internal control over financial reporting as of June 26, 2025, based on the Internal Control-Integrated Framework (2013) issued by the 
Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that our internal control over 
financial reporting was effective as of June 26, 2025. 
The effectiveness of our internal control over financial reporting as of June 26, 2025 has been audited by PricewaterhouseCoopers LLP, an independent 
registered public accounting firm, as stated in their report contained in this Annual Report on Form 10-K. 
Changes in Internal Control over Financial Reporting 
There were no changes in internal control over financial reporting that occurred during the fourth fiscal quarter ended June 26, 2025 that have materially affected, 
or are reasonably likely to materially affect, our internal control over financial reporting. 
Limitations on the Effectiveness of Controls 
Our management, including our CEO and CFO, does not expect that the Disclosure Controls and Procedures or our Internal Control over Financial Reporting will 
prevent or detect all errors and all fraud. A control, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the 
control’s objectives will be met. Further, the design of a control must reflect the fact that there are resource constraints, and the benefits of controls must be 
considered relative to their costs. Because of the inherent limitations in all internal controls, no evaluation of controls can provide absolute assurance that all 
control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-
making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some 
persons, by collusion of two or more people, or by management override of the controls. The design of any control is based in part upon certain assumptions 
about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. 
Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. 
Because of the inherent limitations in a cost-effective control, misstatements due to error or fraud may occur and may not be detected. 
Item 9B — Other Information 
Rule 10b5-1 Trading Arrangement
During the three months ended June 26, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified 
a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
Item 9C — Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 
Not applicable 

64
PART III 
Item 10 — Directors, Executive Officers and Corporate Governance 
The Sections entitled “Nominees for Election by The Holders of Common Stock,” “Nominees for Election by The Holders of Class A Stock”, “Section 16(a) 
Beneficial Ownership Reporting Compliance” and “Corporate Governance — Board Meetings and Committees — Audit Committee” and “Corporate 
Governance — Independence of the Audit Committee” of our Proxy Statement for the 2025 Annual Meeting and filed pursuant to Regulation 14A are 
incorporated herein by reference. Other certain information relating to the directors and executive officers of the Company is included immediately before Part II 
of this Report. 
We have adopted a Code of Ethics applicable to the principal executive, financial and accounting officers (“Code of Ethics”) and a separate Code of Conduct 
applicable to all employees and directors generally (“Code of Conduct”). The Code of Ethics and Code of Conduct are available on our website at 
http://www.jbssinc.com. 
Item 11 — Executive Compensation 
The Sections entitled “Compensation of Directors and Executive Officers”, “Compensation Discussion and Analysis”, “Compensation Committee Interlocks and 
Insider Participation” and “Compensation Committee Report” of our Proxy Statement for the 2025 Annual Meeting are incorporated herein by reference. 
Item 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 
The Section entitled “Security Ownership of Certain Beneficial Owners and Management” of our Proxy Statement for the 2025 Annual Meeting is incorporated 
herein by reference. Other certain information relating to the directors and executive officers of the Company is included immediately before Part II of this 
Report. 
Item 13 — Certain Relationships and Related Transactions, and Director Independence 
The Sections entitled “Corporate Governance — Independence of the Board of Directors” and “Review of Related Party Transactions” of our Proxy Statement 
for the 2025 Annual Meeting are incorporated herein by reference. Other certain information relating to the executive officers and certain of the directors of the 
Company is included immediately before Part II of this Report. 
Item 14 — Principal Accounting Fees and Services 
The information under the proposal entitled “Ratify the Audit Committee’s Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public 
Accounting Firm for the 2026 fiscal year” of our Proxy Statement for the 2025 Annual Meeting is incorporated herein by reference. 

65
PART IV 
Item 15 — Exhibits, Financial Statement Schedules 
(a) (1) Financial Statements 
The following financial statements are included in Part II, Item 8 — “Financial Statements and Supplementary Data”: 
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)
Consolidated Statements of Comprehensive Income for the Year Ended June 26, 2025, the Year Ended June 27, 2024 and the Year Ended June 29, 2023 
Consolidated Balance Sheets as of June 26, 2025 and June 27, 2024
Consolidated Statements of Stockholders’ Equity for the Year Ended June 26, 2025, the Year Ended June 27, 2024 and the Year Ended June 29, 2023 
Consolidated Statements of Cash Flows for the Year Ended June 26, 2025, the Year Ended June 27, 2024 and the Year Ended June 29, 2023 
Notes to Consolidated Financial Statements 
(a) (2) Financial Statement Schedules 
All schedules are omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto. 
(a) (3) Exhibits 
The exhibits required by Item 601 of Regulation S-K and filed herewith are listed in the Exhibit Index which follows the signature page and immediately 
precedes the exhibits filed. 
(b) Exhibits 
See Item 15(a)(3) above. 
(c) Financial Statement Schedules 
See Item 15(a)(2) above. 
Item 16 — Form 10-K Summary 
None. 

66
EXHIBIT INDEX 
(Pursuant to Item 601 of Regulation S-K) 
 
Exhibit
No.
Description
 
 
2.1
Asset Purchase Agreement, dated as of September 5, 2023, by and among John B. Sanfilippo & Son, Inc. and TreeHouse Foods, Inc., Bay Valley 
Foods, LLC and TreeHouse Private Brands, Inc. (incorporated by reference from Exhibit 2.1 to the Form 8-K filed on September 8, 2023)
 
 
3.1
Restated Certificate of Incorporation of the Company (incorporated by reference from Exhibit 3.1 to the Form 10-Q for the quarter ended March 
24, 2005) 
 
 
3.2
Amended and Restated Bylaws of the Company (incorporated by reference from Exhibit 3.2 to the Form 10-K for the fiscal year ended June 25, 
2015) 
 
 
3.3
Certificate of Amendment to the Restated Certificate of Incorporation of the Company filed on December 11, 2024 (incorporated by reference 
from Exhibit 3.3 to the Form 10-Q for the quarter ended December 26, 2024)
 
 
4.1
Description of Company’s Securities 
 
 
*10.1
Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number Two among Michael J. Valentine, as trustee of 
the Valentine Life Insurance Trust, Mathias Valentine, Mary Valentine and the Company, dated December 31, 2003 (incorporated by reference 
from Exhibit 10.35 to the Form 10-Q for the quarter ended December 25, 2003) 
 
 
*10.2
Amendment, dated February 12, 2004, to Amended and Restated John B. Sanfilippo & Son, Inc. Split-Dollar Insurance Agreement Number Two 
among Michael J. Valentine, as trustee of the Valentine Life Insurance Trust, Mathias Valentine, Mary Valentine and the Company, dated 
December 31, 2003 (incorporated by reference from Exhibit 10.47 to the Form 10-Q for the quarter ended March 25, 2004) 
 
 
*10.3
Restated Supplemental Retirement Plan (incorporated by reference from Exhibit 10.16 to the Form 10-K for the fiscal year ended June 28, 2007) 
 
*10.4
Form of Indemnification Agreement (incorporated by reference from Exhibit 10.01 to the Form 8-K filed on May 5, 2009) 
 
 
*10.5
2014 Omnibus Incentive Plan (incorporated by reference from Exhibit 4.1 to the Registration Statement on Form S-8 filed on October 28, 2014) 
 
 
*10.6
Amendment No. 1 to the 2014 Omnibus Incentive Plan (incorporated by reference from Exhibit 10.12 to the Form 10-K for the year ended June 
30, 2016) 
 
 
*10.7
Form of Non-Employee Director Restricted Stock Unit Award Agreement (non-deferral) under 2014 Omnibus Plan (fiscal 2022 and 2023 awards 
cycle) (incorporated by reference from Exhibit 10.38 to the Form 10-Q for the quarter ended December 24, 2015) 
 
 
*10.8
Form of Employee Restricted Stock Unit Award Agreement under 2014 Omnibus Plan (fiscal 2023 awards cycle) (incorporated by reference 
from Exhibit 10.10 to the Form 10-Q for the quarter ended December 29, 2022) 
 
 
*10.9
2023 Omnibus Incentive Plan (incorporated by reference from Annex A to the form DEF 14A filed on September 12, 2023)
 
 
*10.10
Amended and Restated Sanfilippo Value Added Plan, dated August 23, 2023 (incorporated by reference from Exhibit 10.12 to the Form 10-Q for 
the quarter ended September 28, 2023)
 
 
*10.11
Form of Non-Employee Director Restricted Stock Unit Award Agreement under 2023 Omnibus Plan (fiscal 2024 awards  cycle) (incorporated by 
reference from Exhibit 10.13 to the Form 10-Q for the quarter ended December 28, 2023)
 
 
*10.12
Form of Employee Restricted Stock Unit Award Agreement under 2023 Omnibus Plan (fiscal 2024 awards cycle) (incorporated by reference 
from Exhibit 10.14 to the Form 10-Q for the quarter ended December 28, 2023)
 
 

67
Exhibit
No.
Description
 
 
 
*10.13
 
Form of Employee Performance Restricted Stock Unit Award Agreement under 2023 Omnibus Plan (fiscal 2024 awards cycle) (incorporated by 
reference from Exhibit 10.15 to the Form 10-Q for the quarter ended December 28, 2023)
 
 
*10.14
 
Form of Non-Employee Director Restricted Stock Unit Award Agreement under 2023 Omnibus Plan (fiscal 2025 awards cycle) (incorporated by 
reference from Exhibit 10.16 to the Form 10-Q for the quarter ended December 26, 2024)
 
 
*10.15
 
Form of Employee Restricted Stock Unit Award Agreement under 2023 Omnibus Plan (fiscal 2025 awards cycle) (incorporated by reference 
from Exhibit 10.17 to the Form 10-Q for the quarter ended December 26, 2024)
 
 
*10.16
 
Form of Employee Performance Restricted Stock Unit Award Agreement under 2023 Omnibus Plan (fiscal 2025 awards cycle) (incorporated by 
reference from Exhibit 10.18 to the Form 10-Q for the quarter ended December 26, 2024)
 
 
10.17
Amended and restated Credit Agreement dated as of March 5, 2020, by and among John B. Sanfilippo & Son, Inc., Wells Fargo Capital Finance, 
LLC (f/k/a WFF), as a lender and the administrative agent, and Southwest Georgia Farm Credit, ACA, as a lender. (incorporated by reference 
from Exhibit 10.1 to the Form 8-K filed on March 11, 2020)
 
 
10.18
First Amendment to Amended and Restated Credit Agreement dated as of May 8, 2023 (incorporated by reference from Exhibit 10.13 to the 
Form 10-K filed on August 23, 2023)
 
 
10.19
Second Amendment to Amended and Restated Credit Agreement dated as of September 29, 2023 (incorporated by reference from Exhibit 10.1 to 
the Form 8-K filed on October 2, 2023)
 
 
10.20
Consent and Third Amendment to Amended and Restated Credit Agreement dated as of June 16, 2025
 
 
*10.21
Nonqualified Deferred Compensation Plan Adoption Agreement of the Company dated as of November 22, 2022 (incorporated by reference 
from Exhibit 10.18 to the Form 10-Q for the quarter ended December 29, 2022)
 
 
*10.22
John B. Sanfilippo & Son, Inc. Nonqualified Deferred Compensation Plan dated as of November 22, 2022 (incorporated by reference from 
Exhibit 10.19 to the Form 10-Q for the quarter ended December 29, 2022)
 
 
14
Code of Ethics, as amended (incorporated by reference from Exhibit 14 to the Form 10-K for the fiscal year ended June 25, 2015) 
 
 
19
John B. Sanfilippo & Son, Inc. Insider Trading Policy (incorporated by reference from Exhibit 19 to the Form 10-K for the fiscal year ended June 
27, 2024)
 
 
21
Subsidiaries of the Company 
 
 
23
Consent of PricewaterhouseCoopers LLP 
 
 
31.1
Certification of Jeffrey T. Sanfilippo pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended 
 
 
31.2
Certification of Frank S. Pellegrino pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended 
 
 
32.1
Certification of Jeffrey T. Sanfilippo pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 
as amended 
 
32.2
Certification of Frank S. Pellegrino pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 
as amended 
 
 
97
John B. Sanfilippo & Son, Inc. Restatement Clawback Policy (incorporated by reference from Exhibit 97 to the Form 10-K for the fiscal year 
ended June 27, 2024)
 
 
101.INS
Inline eXtensible Business Reporting Language (XBRL) Instance Document—the instance document does not appear in the Interactive Data File 
because its XBRL tags are embedded within the Inline XBRL document.
 
 
101.SCH
Inline XBRL Taxonomy Extension Schema Document
 
 
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
 
 
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
 
 
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
 
 
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
 
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Indicates a management contract or compensatory plan or arrangement. 

SIGNATURES 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf 
by the undersigned, thereunto duly authorized. 
 
 
 
 
 
 
JOHN B. SANFILIPPO & SON, INC.
 
 
 
Date: August 20, 2025
 
By:
/s/ Jeffrey T. Sanfilippo
 
 
 
 
Jeffrey T. Sanfilippo
 
 
 
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the 
capacities and on the dates indicated. 
 
 
 
 
Name
 
Title
 
Date
 
 
 
/s/ Jeffrey T. Sanfilippo
Jeffrey T. Sanfilippo
Chief Executive Officer and Director
(Principal Executive Officer)
August 20, 2025
 
 
/s/ Frank S. Pellegrino
Frank S. Pellegrino
Chief Financial Officer, Executive Vice President, Finance and 
Administration and Treasurer (Principal Financial Officer)
August 20, 2025
 
 
/s/ Michael J. Finn
Michael J. Finn
Vice President, Corporate Controller (Principal Accounting 
Officer)
August 20, 2025
 
 
/s/ Pamela Forbes Lieberman
Pamela Forbes Lieberman
Director
August 20, 2025
 
 
/s/ Mercedes Romero
Mercedes Romero
Director
August 20, 2025
 
 
/s/ James J. Sanfilippo
James J. Sanfilippo
Director
August 20, 2025
 
 
/s/ Jasper B. Sanfilippo, Jr.
Jasper B. Sanfilippo, Jr.
Director
August 20, 2025
 
 
/s/ John E. Sanfilippo
John E. Sanfilippo
Director
August 20, 2025
 
 
/s/ Lisa A. Sanfilippo
Lisa A. Sanfilippo
Director
August 20, 2025
 
 
/s/ Ellen C. Taaffe
Ellen C. Taaffe
Director
August 20, 2025
 
 
/s/ James A. Valentine
James A. Valentine
Director
August 20, 2025

68
 
 
/s/ Michael J. Valentine
Michael J. Valentine
Director
August 20, 2025

Exhibit 4.1 
DESCRIPTION OF THE COMPANY’S SECURITIES 
REGISTERED PURSUANT TO SECTION 12 OF THE 
SECURITIES EXCHANGE ACT OF 1934 
As of August 20, 2025, John B. Sanfilippo & Son, Inc. (the “Company”) has one class of securities registered under Section 12 of the Securities 
Exchange Act of 1934, as amended (the “Exchange Act”): our Common Stock, par value $0.01 per share (“Common Stock”). Our Class A Common Stock, $0.01 
par value per share (“Class A Stock”), is not registered under the Exchange Act. 
The following description is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our 
Restated Certificate of Incorporation (as amended, the “Restated Certificate”) and our Amended and Restated Bylaws (the “Bylaws”), each of which are 
incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.1 is a part. We encourage you to read our Restated Certificate, 
our Bylaws and the applicable provisions of the Delaware General Corporation Law for additional information. 
Authorized Capital Shares 
Our authorized capital shares consist of 17,000,000 shares of Common Stock, 10,000,000 shares of Class A Stock, and 500,000 shares of 
preferred stock, $0.01 par value per share (“Preferred Stock”). The outstanding shares of our Common Stock and Class A Stock are fully paid and nonassessable. 
Voting Rights 
Pursuant to our Restated Certificate, so long as the total number of shares of Class A Stock outstanding is greater than or equal to 12.5% of the 
total number of shares of Class A Stock and Common Stock outstanding (see “Conversion Rights” below), the holders of Common Stock voting as a class are 
entitled to elect such number (rounded to the next highest number in the case of a fraction) of directors as equals 25% of the total number of directors constituting 
the full board of directors of the Company (the “Board of Directors”). The holders of Class A Stock voting as a class are entitled to elect the remaining directors. 
With respect to all matters other than the election of directors or any matters for which class voting is required by law, the holders of Common Stock and the 
holders of Class A Stock will vote together as a single class, and the holders of Common Stock will be entitled to one vote per share of Common Stock and the 
holders of Class A Stock will be entitled to 10 votes per share of Class A Stock. 
Our Restated Certificate does not entitle holders of Common Stock to cumulative voting. However, solely with respect to the election of 
directors, the Restated Certificate entitles, but does not require, each holder of Class A Stock, in person or by proxy, to either (a) vote the number of shares of 
Class A Stock owned by such holder for as many persons as there are directors to be elected by holders of Class A Stock (“Class A Directors”), or (b) cumulate 
said votes (by multiplying the number of shares of Class A Stock owned by such holder by the number of candidates for election as a Class A Director) and either 
(i) give one candidate all of the cumulated votes, or (ii) distribute the cumulated votes among such candidates as the holder sees fit. 
Dividend Rights 
The holders of Common Stock and Class A Stock are entitled to receive dividends, if any, as may be declared from time to time by the Board of 
Directors in its discretion out of funds legally available for the payment of dividends. When and as dividends are declared on any shares of Common Stock and 
Class A Stock, whether payable in cash, property or securities of the Company, the holders of Common Stock and Class A Stock will be entitled to share equally, 
share for share, in such dividends. 
Conversion Rights 
Each share of Class A Stock is convertible, from time to time at the option of the holder and automatically upon the occurrence of certain events, 
into one share of Common Stock. Our Common Stock has no conversion rights. 
Upon the sale, assignment, pledge or other transfer, other than a “Permitted Transfer” (as that term is defined in the Restated Certificate), of any 
shares or any interest in shares of Class A Stock to any person or entity, all such transferred shares of Class A Stock will be converted automatically into an equal 
number of shares of Common Stock. 
All outstanding shares of Class A Stock will be converted automatically into an equal number of shares of Common Stock upon the date on 
which the number of outstanding shares of Class A Stock constitutes less than 12.5% of the total number of outstanding shares of Common Stock and Class A 
Stock. 

Liquidation Rights 
Holders of Common Stock and Class A Stock will share ratably in all assets legally available for distribution to our stockholders in the event of 
dissolution. 
Other Rights and Preferences 
Our Common Stock has no sinking fund or redemption provisions or preemptive or exchange rights. 
Listing 
The Common Stock is traded on The Nasdaq Global Select Market under the trading symbol “JBSS.” 
Provisions in the Restated Certificate and the Bylaws 
The Restated Certificate and the Bylaws contain provisions that could make the Company a less attractive target for a hostile takeover and could 
make more difficult or discourage a merger proposal, a tender offer or a proxy contest. Such provisions include: 
•
a requirement that stockholder-nominated director nominees be nominated in advance of the meeting at which directors are elected and that 
specific information be provided in connection with such nomination; 
•
the ownership and the rights of Class A Stock held by the Sanfilippo Group and Valentine Group (as those terms as defined in our Definitive 
Proxy Statement filed from time to time with the Securities and Exchange Commission); and 
•
he ability of the Board of Directors to issue additional shares of Common Stock or Preferred Stock without the approval of stockholders. 
Preferred Stock 
The Preferred Stock may be issued from time to time in one or more series. The authority is expressly vested in the Board of Directors to 
establish and designate the series and to fix the rights, preferences, privileges and restrictions of any series of the Preferred Stock, including without limitation, 
those relating to any dividend rights and terms, conversion rights, voting rights, redemption rights and terms, liquidation preferences and sinking fund terms. 

Exhibit 10.20
CONSENT AND THIRD AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
 
This CONSENT AND THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this 
"Amendment") is entered into as of June 16, 2025, by and among JOHN B. SANFILIPPO & SON, INC., a Delaware corporation 
("Borrower"), the lenders identified on the signature pages hereof (such lenders, together with their respective successors and 
permitted assigns, are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders"), and WELLS FARGO 
CAPITAL FINANCE, LLC (f/k/a Wells Fargo Foothill, LLC), a Delaware limited liability company, as administrative agent (in such 
capacity "Agent") and as a Lender. Unless otherwise specified herein, capitalized terms used in this Amendment shall have the 
meanings ascribed to them by the Credit Agreement (defined below).
RECITALS
WHEREAS, Borrower, Agent, and Lenders have entered into that certain Amended and Restated Credit Agreement, dated as 
of March 5, 2020 (as amended, supplemented, restated or otherwise modified from time to time, the "Credit Agreement");
WHEREAS, Borrower has informed Agent that Borrower desires to (i) incur Indebtedness in respect of one or more term 
loans in an aggregate principal amount of up to  $50,000,000 (the "Equipment Loans") from Wells Fargo Bank, N.A. ("Equipment 
Loan Lender") pursuant to the terms of that certain Master Loan Agreement dated as of the date hereof between Borrower and 
Equipment Loan Lender (the "Equipment Loan Agreement") and (ii) grant Liens on Borrower's equipment, accounts and inventory, 
and proceeds thereof, to secure the Equipment Loan (the "Equipment Loan Liens") pursuant to the terms of that certain Security 
Agreement dated and of the date hereof between Borrower and Equipment Loan Lender (the "Equipment Security Agreement"); and
WHEREAS, Borrower has requested that Agent and Required Lenders (i) consent to the incurrence of the Equipment Loans 
and the granting of the Equipment Loan Liens and (ii) amend the Credit Agreement in certain respects, and Agent and Required 
Lenders have agreed to the foregoing subject to the terms and provisions hereof.
NOW THEREFORE, in consideration of the foregoing, mutual agreements contained herein and for good and valuable 
consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, Agent and Lenders hereby agree as follows:
SECTION 1. Amendment.  Subject to the satisfaction of the conditions set forth in Section 3 below and in reliance on the 
representations and warranties set forth in Section 5 below, the Credit Agreement is hereby amended and follows:
(a)
the terms and provisions of the Credit Agreement are hereby amended in accordance with Exhibit A hereto 
by deleting the stricken text (indicated textually in the same manner as the following example: stricken text) and by inserting the 
double-underlined text (indicated textually in the same manner as the following example: double underlined text), in each 

 
-2-
case in the place where such text appears therein, such that immediately after giving effect to this Amendment, the Credit Agreement 
will read as set forth in Exhibit A attached hereto.
SECTION 2. Consent.  Subject to the satisfaction of the conditions set forth in Section 3 below and in reliance on the 
representations and warranties set forth in Section 5 below, Agent and Lenders hereby consent to (a) the incurrence of the Equipment 
Loans pursuant to the terms of the Equipment Loan Agreement and (b) the granting of the Equipment Loan Liens pursuant to the 
terms of the Equipment Loan Agreement and the Equipment Security Agreement, and subject to the terms of that certain Intercreditor 
Agreement dated as of the date hereof between Equipment Loan Lender and Agent in the form attached hereto as Exhibit B (the 
"Intercreditor Agreement"). Lenders hereby authorize Agent to execute and deliver the Intercreditor Agreement and any amendment, 
restatement, supplement, renewal, extension, substitution, replacement or other modification thereto from time to time as Agent may 
deem necessary in accordance with the terms of the Credit Agreement.  The foregoing consents are limited consents and shall not be 
deemed to constitute a consent or waiver with respect to any other current or future departure from the requirements of any provision 
of the Credit Agreement or any other Loan Documents.
SECTION 3. Conditions Precedent.  This Amendment shall become effective when (a) Agent receives duly executed 
counterparts of this Amendment from Borrower and the Lenders and the Agent shall have executed and delivered its counterpart to 
this Amendment, (b) Agent shall have received fully executed copies of the Equipment Loan Agreement and the Equipment Security 
Agreement, together with all schedules thereto, each in form and substance reasonably acceptable to Agent, and (c) Agent shall have 
received a fully executed Intercreditor Agreement, in form and substance reasonably acceptable to Agent.
SECTION 4. Reference to and Effect Upon the Credit Agreement.
(a)
Except as specifically set forth herein, the Credit Agreement and the other Loan Documents shall remain in 
full force and effect and are hereby ratified and confirmed; and
(b)
The amendment set forth herein is effective solely for the purpose set forth herein and shall be limited 
precisely as written, and shall not be deemed to (i) be a consent to any amendment, waiver of or modification of any other term or 
condition of the Credit Agreement or any other Loan Document, (ii) operate as a waiver of or otherwise prejudice any right, power or 
remedy that Agent or Lenders may now have or may have in the future under or in connection with the Credit Agreement or any other 
Loan Document or (iii) constitute an amendment or waiver of any provision of the Credit Agreement or any Loan Document, except 
as specifically set forth herein. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to "this 
Agreement", "herein", "hereof' and words of like import and each reference in the Credit Agreement and the Loan Documents to the 
Credit Agreement shall mean the Credit Agreement as amended hereby. This Amendment shall be construed in connection with and as 
part of the Credit Agreement.

 
-3-
SECTION 5. Representations and Warranties.  In order to induce Agent and Lenders to enter into this Amendment, 
Borrower hereby represents and warrants to Agent and Lenders, after giving effect to this Amendment:
(a)
All representations and warranties of Borrower and its Subsidiaries contained in the Credit Agreement and the 
other Loan Documents are true and correct in all material respects on and as of the date of this Amendment, in each case as if made on 
and as of such date, other than representations and warranties that expressly relate solely to an earlier date (in which case such 
representations and warranties were true and correct on and as of such earlier date);
(b)
No Default or Event of Default has occurred and is continuing; 
(c)
This Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and binding 
obligations of Borrower and are enforceable against Borrower in accordance with their respective terms, except as enforcement may 
be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting 
creditors' rights generally; and 
(d)
Borrower has delivered to Agent a true, correct, and complete copy of the Equipment Loan Agreement, 
together with all schedules thereto.
SECTION 6. Costs and Expenses.  As provided in Section 17.10 of the Credit Agreement, Borrower shall pay all costs and 
expenses incurred by or on behalf of Agent and Lenders arising from or relating to this Amendment constituting Lender Group 
Expenses.
SECTION 7. GOVERNING LAW.  THE VALIDITY OF THIS AMENDMENT, THE CONSTRUCTION, 
INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO 
ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND 
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.
SECTION 8. Headings.  Section headings in this Amendment are included herein for convenience of reference only and 
shall not constitute part of this Amendment for any other purposes.
SECTION 9. Counterparts; Electronic Execution.  This Amendment may be executed in any number of counterparts, 
each of which when so executed shall be deemed an original, but all such counterparts shall constitute one and the same instrument.  
Execution of any such counterpart may be by means of (a) an electronic signature that complies with the federal Electronic Signatures 
in Global and National Commerce Act, as in effect from time to time, state enactments of the Uniform Electronic Transactions Act, as 
in effect from time to time, or any other relevant and applicable electronic signatures law; (b) an original manual signature; or (c) a 
faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall 
for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature.  Agent reserves the 
right, in its discretion, to accept, deny, or condition acceptance of any electronic signature on this Amendment.  

 
-4-
Any party delivering an executed counterpart of this Amendment by faxed, scanned or photocopied manual signature shall also deliver 
an original manually executed counterpart, but the failure to deliver an original manually executed counterpart shall not affect the 
validity, enforceability and binding effect of this Amendment.
(signature pages follow)

 
Signature Page to Consent and Third Amendment to Amended and Restated Credit Agreement
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective 
officers thereunto duly authorized, as of the date first above written.
JOHN B. SANFILIPPO & SON, INC.,
a Delaware corporation
By: /s/ Frank S. Pellegrino 
Name: Frank S. Pellegrino
Title: Chief Financial Officer, Executive Vice President, Finance and 
Administration and Treasurer  

 
Signature Page to Consent and Third Amendment to Amended and Restated Credit Agreement
WELLS FARGO CAPITAL FINANCE, LLC (f/k/a Wells Fargo Foothill, 
LLC), a Delaware limited liability company, as Agent and as a Lender
By: /s/ Barry Felker 
Name: Barry Felker
Title: Authorized Signatory
SOUTHWEST GEORGIA FARM CREDIT, ACA for itself and as 
agent/nominee for
Southwest Georgia Farm Credit, FLCA
as a Lender
By: /s/ Patrick Deen 
Name: Patrick Deen 
Title: EVP, Chief Credit Officer

 
AMENDED AND RESTATED CREDIT AGREEMENT
by and among
JOHN B. SANFILIPPO & SON, INC.
as Borrower,
THE LENDERS THAT ARE SIGNATORIES HERETO
as the Lenders,
and
WELLS FARGO CAPITAL FINANCE, LLC
as the Arranger and Administrative Agent,
Dated as of March 5, 2020
(as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of May 8, 2023, as amended by that certain Second 
Amendment to Amended and Restated Credit Agreement dated as of September 29, 2023, and as amended by that certain Consent and Third Amendment 
to Amended and Restated Credit Agreement dated as of June 16, 2025)

 
-i-
TABLE OF CONTENTS
Page
1.
DEFINITIONS AND CONSTRUCTION.
1
1.1.
Definitions.
1
1.2.
Accounting Terms.
1
1.3.
Code.
2
1.4.
Construction.
2
1.5.
Time References.
3
1.6.
Schedules and Exhibits.
3
1.7.
Divisions.
3
1.8.
Effect of Amendment and Restatement; No Novation.
3
1.9.
Rates
4
2.
LOAN AND TERMS OF PAYMENT.
4
2.1.
Revolver Advances.
4
2.2.
[Reserved].
5
2.3.
Borrowing Procedures and Settlements.
5
2.4.
Payments
13
2.5.
Overadvances.
16
2.6.
Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations.
17
2.7.
Cash Management.
19
2.8.
Crediting Payments.
20
2.9.
Designated Account.
20
2.10.
Maintenance of Loan Account; Statements of Obligations.
20
2.11.
Fees.
21
2.12.
Letters of Credit.
21
2.13.
SOFR Option.
30
2.14.
Capital Requirements.
33
2.15.
Maximum Revolver Amount Increases.
34
2.16.
Extensions of Revolver Commitments.
35
3.
CONDITIONS; TERM OF AGREEMENT.
38
3.1.
Conditions Precedent to the Initial Extension of Credit.
38
3.2.
Conditions Precedent to all Extensions of Credit.
38
3.3.
Term.
38
3.4.
Effect of Termination.
38
3.5.
Early Termination by Borrower.
39
4.
REPRESENTATIONS AND WARRANTIES.
39
4.1.
No Encumbrances.
39
4.2.
Eligible Accounts.
40

 
-ii-
4.3.
Eligible Inventory.
40
4.4.
Equipment.
40
4.5.
[Reserved].
40
4.6.
Inventory Records.
40
4.7.
Jurisdiction of Organization; Location of Chief Executive Office; Organizational Identification Number; 
Commercial Tort Claims.
40
4.8.
Due Organization and Qualification; Subsidiaries.
41
4.9.
Due Authorization; No Conflict.
41
4.10.
Litigation.
43
4.11.
Financial Statements and Condition.
43
4.12.
Fraudulent Transfer.
43
4.13.
Employee Benefits.
43
4.14.
Environmental Condition.
43
4.15.
Intellectual Property.
44
4.16.
Leases.
44
4.17.
Deposit Accounts and Securities Accounts.
44
4.18.
Complete Disclosure.
44
4.19.
Indebtedness.
45
4.20.
Growers' Liens.
45
4.21.
OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws.
45
4.22.
Margin Stock.
46
4.23.
Hedge Agreements.
46
4.24.
Patriot Act.
46
5.
AFFIRMATIVE COVENANTS.
46
5.1.
Books and Records.
46
5.2.
Collateral Reporting.
46
5.3.
Financial Statements, Reports, Certificates.
47
5.4.
Guarantor Reports.
47
5.5.
Inspection.
47
5.6.
Maintenance of Properties.
47
5.7.
Taxes.
48
5.8.
Insurance.
48
5.9.
Location of Inventory.
48
5.10.
Compliance with Laws.
49
5.11.
[Reserved].
49
5.12.
Existence.
49
5.13.
Environmental.
49
5.14.
Disclosure Updates.
49
5.15.
Control Agreements.
50
5.16.
Formation of Subsidiaries.
50
5.17.
Further Assurances.
50
5.18.
[Intentionally Omitted].
51
5.19.
Growers' Liens.
51
5.20.
OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws.
51

 
-iii-
6.
NEGATIVE COVENANTS.
51
6.1.
Indebtedness.
51
6.2.
Liens.
53
6.3.
Restrictions on Fundamental Changes.
53
6.4.
Disposal of Collateral.
53
6.5.
Change Name.
53
6.6.
Nature of Business.
54
6.7.
Prepayments and Amendments.
54
6.8.
[Reserved].
54
6.9.
[Reserved].
54
6.10.
Distributions.
55
6.11.
Accounting Methods.
55
6.12.
Investments.
55
6.13.
Transactions with Affiliates.
55
6.14.
Use of Proceeds.
56
6.15.
[Reserved].
56
6.16.
Fixed Charge Coverage Ratio.
56
7.
EVENTS OF DEFAULT.
57
8.
THE LENDER GROUP'S RIGHTS AND REMEDIES.
59
8.1.
Rights and Remedies.
59
8.2.
Remedies Cumulative.
59
9.
TAXES AND EXPENSES.
59
10.
WAIVERS; INDEMNIFICATION.
60
10.1.
Demand; Protest; Etc.
60
10.2.
The Lender Group's Liability for Collateral.
60
10.3.
Indemnification.
60
11.
NOTICES.
61
12.
CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.
62
13.
ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.
63
13.1.
Assignments and Participations.
63
13.2.
Successors.
66

 
-iv-
14.
AMENDMENTS; WAIVERS.
66
14.1.
Amendments and Waivers.
66
14.2.
Replacement of Holdout Lender.
68
14.3.
No Waivers; Cumulative Remedies.
69
15.
AGENT; THE LENDER GROUP.
69
15.1.
Appointment and Authorization of Agent.
69
15.2.
Delegation of Duties.
70
15.3.
Liability of Agent.
70
15.4.
Reliance by Agent.
71
15.5.
Notice of Default or Event of Default.
71
15.6.
Credit Decision.
71
15.7.
Costs and Expenses; Indemnification.
72
15.8.
Agent in Individual Capacity.
73
15.9.
Successor Agent.
73
15.10.
Lender in Individual Capacity.
73
15.11.
Collateral Matters.
74
15.12.
Restrictions on Actions by Lenders; Sharing of Payments.
75
15.13.
Agency for Perfection.
75
15.14.
Payments by Agent to the Lenders.
76
15.15.
Concerning the Collateral and Related Loan Documents.
76
15.16.
Field Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and 
Information.
76
15.17.
Several Obligations; No Liability.
77
15.18.
Intercreditor Agreements.
77
16.
WITHHOLDING TAXES.
78
16.1.
Payments.
78
16.2.
Exemptions.
78
16.3.
Reductions.
80
16.4.
Refunds.
81
17.
GENERAL PROVISIONS.
81
17.1.
Effectiveness.
81
17.2.
Section Headings.
82
17.3.
Interpretation.
82
17.4.
Severability of Provisions.
82
17.5.
Bank Product Providers.
82
17.6.
Lender-Creditor Relationship.
83
17.7.
Counterparts; Electronic Execution.
83
17.8.
Revival and Reinstatement of Obligations.
83
17.9.
Confidentiality.
84
17.10.
Lender Group Expenses.
86

 
-v-
17.11.
USA PATRIOT Act.
86
17.12.
Integration.
86
17.13.
Acknowledgement and Consent to Bail-In of Affected Financial Institutions.
86
17.14.
Acknowledgement Regarding Any Supported QFCs.
87

 
-vi-
EXHIBITS AND SCHEDULES
Exhibit A-1
Form of Assignment and Acceptance 
Exhibit B-1
Form of Borrowing Base Certificate
Exhibit B-2
Form of Bank Product Provider Agreement
Exhibit C-1
Form of Compliance Certificate
Exhibit G-1
Form of Guaranty
Exhibit L-1
Form of SOFR Notice
 
Schedule A-1 Agent's Account
Schedule A-2 Authorized Persons
Schedule C-1 Commitments
Schedule D-1 Designated Account
Schedule E-1 Eligible Inventory Locations
Schedule P-1 Permitted Holders
Schedule P-2 Permitted Liens
Schedule 1.1
Definitions
Schedule 2.7(a)
Cash Management Banks
Schedule 3.1
Conditions Precedent
Schedule 4.7(a)
States of Organization
Schedule 4.7(b)
Chief Executive Offices
Schedule 4.7(c)
Organizational Identification Numbers
Schedule 4.7(d)
Commercial Tort Claims
Schedule 4.8(c)
Capitalization of Borrower's Subsidiaries
Schedule 4.10 Litigation
Schedule 4.13 Employee Benefits
Schedule 4.14 Environmental Matters
Schedule 4.15 Intellectual Property
Schedule 4.17 Deposit Accounts and Securities Accounts
Schedule 4.19 Permitted Indebtedness
Schedule 5.2
Collateral Reporting 
Schedule 5.3
Financial Statements, Reports, Certificates
Schedule 6.6
Change in Nature of Business

 
-1-
 
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), dated as of March 5, 2020, is by and 
among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted 
assigns, are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders"), WELLS FARGO CAPITAL 
FINANCE, LLC (f/k/a Wells Fargo Foothill, LLC), a Delaware limited liability company, as the arranger and administrative agent 
for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"), and JOHN B. SANFILIPPO & 
SON, INC., a Delaware corporation ("Borrower").
WHEREAS, Borrower, Agent and certain Lenders are party to that certain Credit Agreement (as amended, supplemented or 
otherwise modified from time to time, the "Original Credit Agreement") dated as of February 7, 2008 (the "Original Closing Date"); 
and
WHEREAS, the parties to the Original Credit Agreement desire to amend and restate the Original Credit Agreement in its 
entirety pursuant to this Agreement;
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and 
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1.
DEFINITIONS AND CONSTRUCTION.
1.1.
Definitions.
Capitalized terms used in this Agreement shall have the meanings specified therefor on Schedule 1.1.
1.2.
 Accounting Terms.
All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided, that if Borrower 
notifies Agent that Borrower requests an amendment to any provision hereof to eliminate the effect of any Accounting Change 
occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent notifies Borrower that the 
Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given 
before or after such Accounting Change or in the application thereof, then Agent and Borrower agree that they will negotiate in good 
faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change with the intent of having 
the respective positions of the Lenders and Borrower after such Accounting Change conform as nearly as possible to their respective 
positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon and agreed 
to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred.  
When used herein, the term "financial statements" shall include the notes and schedules thereto.  Whenever the term  "Borrower" is 
used in respect of a financial covenant or a related definition, it shall be understood to mean the Borrower and its Subsidiaries on a 
consolidated basis, unless the context clearly requires otherwise.  Notwithstanding anything to the contrary contained herein, all 
financial statements delivered hereunder shall be prepared, and all 

 
-2-
financial covenants contained herein shall be calculated, without giving effect to any election under the Statement of Financial 
Accounting Standards Board's Accounting Standards Codification Topic 825 (or any similar accounting principle) permitting a Person 
to value its financial liabilities or Indebtedness at the fair value thereof.  Notwithstanding any changes in GAAP after the Closing 
Date, any lease of Borrower or any of its Subsidiaries that would be characterized as an operating lease under GAAP in effect on the 
Closing Date (whether such lease is entered into before or after the Closing Date) shall be treated as an operating lease and shall not 
constitute a Capital Lease under this Agreement and the other Loan Documents as a result of such changes in GAAP unless otherwise 
agreed to in writing by the Borrower and Agent.
1.3.
 Code.
Any terms used in this Agreement that are defined in the Code shall be construed and defined as set forth in the Code unless 
otherwise defined herein; provided, however, that to the extent that the Code is used to define any term herein and such term is defined 
differently in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern.
1.4.
 Construction.
Unless the context of this Agreement or any other Loan Document clearly requires otherwise, references to the plural include 
the singular, references to the singular include the plural, the terms "includes" and "including" are not limiting, and the term "or" has, 
except where otherwise indicated, the inclusive meaning represented by the phrase "and/or." The words "hereof," "herein," "hereby," 
"hereunder," and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, 
as the case may be, as a whole and not to any particular provision of this Agreement or such other Loan Document, as the case may 
be.  Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified.  Any 
reference in this Agreement or in any other Loan Document to any agreement, instrument, or document shall include all alterations, 
amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and 
thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, 
replacements, substitutions, joinders, and supplements set forth herein).  Any reference herein or in any other Loan Document to the 
satisfaction, repayment, or payment in full of the Obligations shall mean (a) the payment or repayment in full in immediately available 
funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Loans, together with the payment 
of any premium applicable to the repayment of the Loans, (ii) all Lender Group Expenses that have accrued and are unpaid regardless 
of whether demand has been made therefor, and (iii) all fees or charges that have accrued hereunder or under any other Loan 
Document (including the Letter of Credit Fee and the Unused Line Fee) and are unpaid, (b) in the case of contingent reimbursement 
obligations with respect to Letters of Credit, providing Letter of Credit Collateralization, (c) in the case of obligations with respect to 
Bank Products (other than Hedge Obligations), providing Bank Product Collateralization, (d) the receipt by Agent of cash collateral in 
order to secure any other contingent Obligations for which a claim or demand for payment has been made on or prior to such time, 
such cash collateral to be in such amount as Agent reasonably determines is appropriate to secure such contingent Obligations, (e) the 
payment or repayment in full in immediately available funds of all 

 
-3-
other outstanding Obligations (including the payment of any termination amount then applicable (or which would or could become 
applicable as a result of the repayment of the other Obligations) under Hedge Agreements provided by Hedge Providers) other than (i) 
unasserted contingent indemnification Obligations, (ii) any Bank Product Obligations (other than Hedge Obligations) that, at such 
time, are allowed by the applicable Bank Product Provider to remain outstanding without being required to be repaid or cash 
collateralized, and (iii) any Hedge Obligations that, at such time, are allowed by the applicable Hedge Provider to remain outstanding 
without being required to be repaid, and (f) the termination of all of the Commitments of the Lenders.    Any reference herein to any 
Person shall be construed to include such Person's successors and assigns.  Any requirement of a writing contained herein or in any 
other Loan Document shall be satisfied by the transmission of a Record and any Record so transmitted shall constitute a representation 
and warranty as to the accuracy and completeness of the information contained therein.  Any reference herein to the knowledge of 
Borrower and/or its Subsidiaries shall mean the knowledge of the Responsible Officers.
1.5.
Time References.
Unless the context of this Agreement or any other Loan Document clearly requires otherwise, all references to time of day 
refer to Eastern standard time or Eastern daylight saving time, as in effect in Atlanta, Georgia on such day.  For purposes of the 
computation of a period of time from a specified date to a later specified date, unless otherwise expressly provided, the word "from" 
means "from and including" and the words "to" and "until" each means "to and including"; provided, that with respect to a 
computation of fees or interest payable to Agent or any Lender, (i) fees and interest shall be payable for the actual number of days 
elapsed (including the first day of such period but excluding the last day of such period) and (ii) such period shall in any event consist 
of at least one full day.
1.6.
Schedules and Exhibits.
All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.
1.7.
Divisions.
For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any 
comparable event under a different jurisdiction's laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, 
right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the 
subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the 
first date of its existence by the holders of its Stock at such time.
1.8.
Effect of Amendment and Restatement; No Novation.
Upon the effectiveness of this Agreement, the Original Credit Agreement shall be amended and restated in its entirety by this 
Agreement.  The Original Obligations outstanding on the Closing Date shall continue in full force and effect as Obligations under this 
Agreement, and the effectiveness of this Agreement shall not constitute a novation or repayment of the Original 

 
-4-
Obligations.  Without limiting the foregoing, upon the effectiveness of this Agreement, the outstanding "Revolving Advances" (as 
defined in the Original Credit Agreement) shall constitute Advances and the outstanding "Swing Line Advances" (as defined in the 
Original Credit Agreement) shall constitute Swing Loans.  Such Original Obligations, together with any and all additional Obligations 
incurred by Borrower under this Agreement or under any of the other Loan Documents, shall continue to be secured by the Collateral, 
whether now existing or hereafter acquired and wheresoever located, all as more specifically set forth in the Loan Documents.  
Borrower hereby reaffirms its obligations, liabilities, grants of security interests, pledges and the validity of all covenants by it 
contained in any and all Loan Documents, as amended, supplemented or otherwise modified by this Agreement and by the other Loan 
Documents delivered on the Closing Date.  Any and all references in any Loan Documents to the Original Credit Agreement shall be 
deemed to be amended to refer to this Agreement.  
1.9.
Rates.
Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation 
of, administration of, submission of, calculation of or any other matter related to the Term SOFR Reference Rate, Term SOFR or any 
other Benchmark, any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, 
successor or replacement rate thereto (including any then-current Benchmark or any Benchmark Replacement), including whether the 
composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it 
may or may not be adjusted pursuant to Section 2.13(d)(iii), will be similar to, or produce the same value or economic equivalence of, 
or have the same volume or liquidity as, the Term SOFR Reference Rate, Term SOFR or any other Benchmark, prior to its 
discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes.  Agent and its 
affiliates or other related entities may engage in transactions that affect the calculation of the Term SOFR Reference Rate, Term 
SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto and 
such transactions may be adverse to a Borrower.  Agent may select information sources or services in its reasonable discretion to 
ascertain the Term SOFR Reference Rate or Term SOFR, or any other Benchmark, any component definition thereof or rates referred 
to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to Borrower, any Lender or 
any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, 
costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any 
such rate (or component thereof) provided by any such information source or service.
2.
LOAN AND TERMS OF PAYMENT.
2.1.
Revolver Advances.
(a)
Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a 
Revolver Commitment agrees (severally, not jointly or jointly and severally) to make advances ("Advances") to Borrower in an 
amount at any one time outstanding not to exceed such Lender's Pro Rata Share of an amount equal to the lesser of (i) the Maximum 
Revolver Amount less the Letter of Credit Usage at such time, and (ii) the Borrowing Base at such 

 
-5-
time less the Letter of Credit Usage at such time.  The Lenders with Revolver Commitments shall have no obligation to make 
additional Advances hereunder to the extent that such additional Advances would cause Revolver Usage to exceed the Maximum 
Revolver Amount.
(b)
Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right to establish reserves against the 
Borrowing Base (including, without limitation, reserves in the amount of any taxes or tax liens that are the subject of a Permitted 
Protest) in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, 
including reserves with respect to (i) sums that Borrower or its Subsidiaries are required to pay under any Section of this Agreement or 
any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts 
payable under such leases) and has failed to pay, and (ii) amounts owing by Borrower or its Subsidiaries to any Person to the extent 
secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien), which Lien or trust, in the Permitted Discretion 
of Agent likely would have a priority superior to the Agent's Liens (such as Liens or trusts in favor of landlords, warehousemen, 
carriers, mechanics, materialmen, laborers, suppliers or growers of agricultural products, or Liens or trusts for ad valorem, excise, 
sales, or other taxes where given priority under applicable law) in and to such item of the Collateral, except, in the case of any landlord 
or warehouseman, to the extent that Agent shall have received a Collateral Access Agreement from such Person. 
(c)
Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this 
Agreement, reborrowed at any time during the term of this Agreement.  The outstanding principal amount of the Advances, together 
with interest accrued thereon, shall be due and payable on the Latest Maturity Date or, if earlier, on the date on which they are 
declared due and payable pursuant to the terms of this Agreement.
2.2.
[Reserved].
2.3.
Borrowing Procedures and Settlements.
(a)
Procedure for Borrowing.  Each Borrowing shall be made by a written request by an Authorized Person delivered to 
Agent (which may be delivered through Agent's electronic platform or portal) and received by Agent no later than 2:00 p.m. (i) on the 
Business Day that is the requested Funding Date in the case of a request for a Swing Loan, (ii) on the Business Day that is one 
Business Day prior to the requested Funding Date in the case of a request for a Base Rate Loan, and (iii) on the U.S. Government 
Securities Business Day that is three U.S. Government Securities Business Days prior to the requested Funding Date in the case of a 
request for a SOFR Loan, specifying (A) the amount of such Borrowing, and (B) the requested Funding Date (which shall be a 
Business Day); provided, that Agent may, in its sole discretion, elect to accept as timely requests that are received later than 2:00 p.m. 
on the applicable Business Day or U.S. Government Securities Business Day, as applicable.  All Borrowing requests which are not 
made on-line via Agent's electronic platform or portal shall be subject to (and unless Agent elects otherwise in the exercise of its sole 
discretion, such Borrowings shall not be made until the completion of) Agent's authentication process (with results satisfactory to 
Agent) prior to the funding of any such requested Advance.

 
-6-
(b)
Making of Swing Loans.  In the case of an Advance (other than an Advance requested to be a SOFR Loan in 
accordance with Section 2.13) and so long as any of (i) the aggregate amount of Swing Loans made since the last Settlement Date, 
minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus the amount of the requested Swing 
Loan does not exceed the greater of (i) $15,000,000 and (ii) 12.5% of the Maximum Revolver Amount, or (ii) Swing Lender, in its 
sole discretion, agrees to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make an Advance (any 
such Advance made by Swing Lender pursuant to this Section 2.3(b) being referred to as a "Swing Loan" and all such Advances being 
referred to as "Swing Loans") available to Borrower on the Funding Date applicable thereto by transferring immediately available 
funds in the amount of such Borrowing to the Designated Account.  Each Swing Loan shall be deemed to be an Advance hereunder 
and shall be subject to all the terms and conditions (including Section 3) applicable to other Advances, except that all payments 
(including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account.  Subject to the provisions of 
Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual 
knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested 
Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date.  
Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have 
been satisfied on the Funding Date applicable thereto prior to making any Swing Loan.  The Swing Loans shall be secured by Agent's 
Liens, constitute Advances and Obligations, and bear interest at the rate applicable from time to time to Advances that are Base Rate 
Loans.
(c)
Making of Advances.
(i)
In the event that Swing Lender is not obligated to make a Swing Loan, then promptly after receipt of a 
request for a Borrowing pursuant to Section 2.3(a)(i), Agent shall notify the Lenders by telecopy, telephone, email, or other electronic 
form of transmission, of the requested Borrowing; such notification to be sent on the Business Day or U.S. Government Securities 
Business Day, as applicable, that is (A) in the case of a Base Rate Loan, at least one Business Day prior to the requested Funding Date, 
or (B) in the case of a SOFR Loan, prior to 2:00 p.m. at least three (3) U.S. Government Securities Business Days prior to the 
requested Funding Date.  If Agent has notified the Lenders of a requested Borrowing on the Business Day that is one Business Day 
prior to the Funding Date, then each Lender shall make the amount of such Lender's Pro Rata Share of the requested Borrowing 
available to Agent in immediately available funds, to Agent's Account, not later than 1:00 p.m. on the Business Day that is the 
requested Funding Date.  After Agent's receipt of the proceeds of such Advances from the Lenders, Agent shall make the proceeds 
thereof available to Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds 
received by Agent to the Designated Account; provided, that subject to the provisions of Section 2.3(d)(ii), no Lender shall have an 
obligation to make any Advance, if (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on 
the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing 
would exceed the Availability on such Funding Date.
(ii)
Unless Agent receives notice from a Lender prior to 12:30 p.m. on the Business Day that is the requested 
Funding Date relative to a requested Borrowing as to which 

 
-7-
Agent has notified the Lenders of a requested Borrowing that such Lender will not make available as and when required hereunder to 
Agent for the account of Borrower the amount of that Lender's Pro Rata Share of the Borrowing, Agent may assume that each Lender 
has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall 
not be so required), in reliance upon such assumption, make available to Borrower a corresponding amount.  If, on the requested 
Funding Date, any Lender shall not have remitted the full amount that it is required to make available to Agent in immediately 
available funds and if Agent has made available to Borrower such amount on the requested Funding Date, then such Lender shall 
make the amount of such Lender's Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to 
Agent's Account, no later than 1:00 p.m. on the Business Day that is the first Business Day after the requested Funding Date (in which 
case, the interest accrued on such Lender's portion of such Borrowing for the Funding Date shall be for Agent's separate account).  If 
any Lender shall not remit the full amount that it is required to make available to Agent in immediately available funds as and when 
required hereby and if Agent has made available to Borrower such amount, then that Lender shall be obligated to immediately remit 
such amount to Agent, together with interest at the Defaulting Lender Rate for each day until the date on which such amount is so 
remitted.  A notice submitted by Agent to any Lender with respect to amounts owing under this Section 2.3(c)(ii) shall be conclusive, 
absent manifest error.  If the amount that a Lender is required to remit is made available to Agent, then such payment to Agent shall 
constitute such Lender's Advance for all purposes of this Agreement.  If such amount is not made available to Agent on the Business 
Day following the Funding Date, Agent will notify Borrower of such failure to fund and, upon demand by Agent, Borrower shall pay 
such amount to Agent for Agent's account, together with interest thereon for each day elapsed since the date of such Borrowing, at a 
rate per annum equal to the interest rate applicable at the time to the Advances composing such Borrowing (it being understood that 
the amount of such interest shall be payable only once).  The failure of any Lender to make any Advance on any Funding Date shall 
not relieve any other Lender of any obligation hereunder to make an Advance on any Funding Date, but no Lender be responsible for 
the failure of any other Lender to make the Advance to be made by such other Lender on any Funding Date.
(d)
Protective Advances and Optional Overadvances.
(i)
Agent hereby is authorized by Borrower and the Lenders, from time to time in Agent's sole discretion, (A) 
after the occurrence and during the continuance of a Default or an Event of Default, or (B) at any time that any of the other applicable 
conditions precedent set forth in Section 3 are not satisfied, to make Advances to Borrower on behalf of the Lenders that Agent, in its 
Permitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, but only so long as 
an Event of Default has occurred and remains continuing, (2) to enhance the likelihood of repayment of the Obligations (other than the 
Bank Product Obligations), but only so long as an Event of Default has occurred and remains continuing, or (3) to pay any other 
amount chargeable to Borrower pursuant to the terms of this Agreement, including Lender Group Expenses and the costs, fees, and 
expenses described in Section 9 (any of the Advances described in this Section 2.3(d)(i) shall be referred to as "Protective Advances"); 
provided, however, that after giving effect to any such Protective Advance, the total amount of Protective Advances then outstanding 
shall not exceed $15,000,000, less the amount of any then outstanding Overadvances.

 
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(ii)
Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing 
Lender, as applicable, and either Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, 
continue to make Advances (including Swing Loans) to Borrower notwithstanding that an Overadvance exists or thereby would be 
created, so long as (A) after giving effect to such Advances, the outstanding Revolver Usage does not exceed the Borrowing Base by 
more than $15,000,000, less the amount of any then outstanding Protective Advances, and (B) after giving effect to such Advances, 
the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group 
Expenses) does not exceed the Maximum Revolver Amount.  In the event Agent obtains actual knowledge that the Revolver Usage 
exceeds the amounts permitted by the immediately foregoing provisions, regardless of the amount of, or reason for, such excess, 
Agent shall notify the Lenders as soon as practicable (and prior to making any (or any additional) intentional Overadvances (except for 
and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior 
notice would result in imminent harm to the Collateral or its value), and the Lenders with Revolver Commitments thereupon shall, 
together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrower intended to reduce, within 
a reasonable time, the outstanding principal amount of the Advances to Borrower to an amount permitted by the preceding sentence.  
In such circumstances, if any Lender with a Revolver Commitment objects to the proposed terms of reduction or repayment of any 
Overadvance, the terms of reduction or repayment thereof shall be implemented according to the determination of the Required 
Lenders.  Each Lender with a Revolver Commitment shall be obligated to settle with Agent as provided in Section 2.3(e) for the 
amount of such Lender's Pro Rata Share of any unintentional Overadvances by Agent reported to such Lender, any intentional 
Overadvances made as permitted under this Section 2.3(d)(ii), and any Overadvances resulting from the charging to the Loan Account 
of interest, fees, or Lender Group Expenses.
(iii)
Each Protective Advance and each Overadvance shall be deemed to be an Advance hereunder, except that no 
Protective Advance or Overadvance shall be eligible to be a SOFR Loan and, prior to Settlement therefor, all payments on the 
Protective Advances shall be payable to Agent solely for its own account.  The Protective Advances and Overadvances shall be 
repayable on demand, secured by the Agent's Liens, constitute Obligations hereunder, and bear interest at the rate applicable from time 
to time to Advances that are Base Rate Loans.  The provisions of this Section 2.3(d) are for the exclusive benefit of Agent, Swing 
Lender, and the Lenders and are not intended to benefit Borrower in any way.
(e)
Settlement.  It is agreed that each Lender's funded portion of the Advances is intended by the Lenders to equal, at all 
times, such Lender's Pro Rata Share of the outstanding Advances.  Such agreement notwithstanding, Agent, Swing Lender, and the 
other Lenders agree (which agreement shall not be for the benefit of Borrower) that in order to facilitate the administration of this 
Agreement and the other Loan Documents, settlement among the Lenders as to the Advances, the Swing Loans, and the Protective 
Advances shall take place on a periodic basis in accordance with the following provisions:
(i)
Agent shall request settlement ("Settlement") with the Lenders on a weekly basis, or on a more frequent basis 
if so determined by Agent (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, (2) for itself, with respect to 
the outstanding Protective 

 
-9-
Advances, and (3) with respect to Borrower's or its Subsidiaries' Collections or payments received, as to each by notifying the Lenders 
by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 5:00 p.m. on the Business 
Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the "Settlement Date").  
Such notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances, Swing Loans, and 
Protective Advances for the period since the prior Settlement Date.  Subject to the terms and conditions contained herein (including 
Section 2.3(c)(iii)): (y) if a Lender's balance of the Advances (including Swing Loans and Protective Advances) exceeds such Lender's 
Pro Rata Share of the Advances (including Swing Loans and Protective Advances) as of a Settlement Date, then Agent shall, by no 
later than 3:00 p.m. on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such 
Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its 
Pro Rata Share of the Advances (including Swing Loans and Protective Advances), and (z) if a Lender's balance of the Advances 
(including Swing Loans and Protective Advances) is less than such Lender's Pro Rata Share of the Advances (including Swing Loans 
and Protective Advances) as of a Settlement Date, such Lender shall no later than 3:00 p.m. on the Settlement Date transfer in 
immediately available funds to the Agent's Account, an amount such that each such Lender shall, upon transfer of such amount, have 
as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans and Protective Advances).  Such amounts made 
available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable 
Swing Loans or Protective Advances and, together with the portion of such Swing Loans or Protective Advances representing Swing 
Lender's Pro Rata Share thereof, shall constitute Advances of such Lenders.  If any such amount is not made available to Agent by any 
Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for its 
account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate.
(ii)
In determining whether a Lender's balance of the Advances, Swing Loans, and Protective Advances is less 
than, equal to, or greater than such Lender's Pro Rata Share of the Advances, Swing Loans, and Protective Advances as of a Settlement 
Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by 
Agent with respect to principal, interest, fees payable by Borrower and allocable to the Lenders hereunder, and proceeds of Collateral.  
To the extent that a net amount is owed to any such Lender after such application, such net amount shall be distributed by Agent to 
that Lender as part of such next Settlement.
(iii)
Between Settlement Dates, Agent, to the extent Protective Advances or Swing Loans are outstanding, may 
pay over to Agent or Swing Lender, as applicable, any Collections or payments received by Agent, that in accordance with the terms 
of this Agreement would be applied to the reduction of the Advances, for application to the Protective Advances or Swing Loans.  
Between Settlement Dates, Agent, to the extent no Protective Advances or Swing Loans are outstanding, may pay over to Swing 
Lender any Collections or payments received by Agent, that in accordance with the terms of this Agreement would be applied to the 
reduction of the Advances, for application to Swing Lender's Pro Rata Share of the Advances.  If, as of any Settlement Date, 
Collections or payments of Borrower or its Subsidiaries received since the then immediately preceding Settlement Date have been 
applied to Swing Lender's Pro Rata Share of the Advances other than to Swing Loans, as provided for in the previous sentence, Swing 
Lender 

 
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shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders, to be applied to the outstanding Advances of 
such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata 
Share of the Advances.  During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect 
to Protective Advances, and each Lender (subject to the effect of agreements between Agent and individual Lenders) with respect to 
the Advances other than Swing Loans and Protective Advances, shall be entitled to interest at the applicable rate or rates payable 
under this Agreement on the daily amount of funds employed by Swing Lender, Agent, or the Lenders, as applicable.
(f)
Notation.  Agent shall record on its books the principal amount of the Advances owing to each Lender, including the 
Swing Loans owing to Swing Lender, and Protective Advances owing to Agent, and the interests therein of each Lender, from time to 
time and such records shall, absent manifest error, conclusively be presumed to be correct and accurate.
(g)
Defaulting Lenders.
(i)
Notwithstanding the provisions of Section 2.4(b)(ii), Agent shall not be obligated to transfer to a Defaulting 
Lender any payments made by Borrower to Agent for the Defaulting Lender's benefit or any proceeds of Collateral that would 
otherwise be remitted hereunder to the Defaulting Lender, and, in the absence of such transfer to the Defaulting Lender, Agent shall 
transfer any such payments (A) first, to Agent to the extent of any Protective Advances that were made by Agent and that were 
required to be, but were not, paid by Defaulting Lender, (B) second, to Swing Lender to the extent of any Swing Loans that were made 
by Swing Lender and that were required to be, but were not, paid by the Defaulting Lender, (C) third, to Issuing Lender, to the extent 
of the portion of a Letter of Credit Disbursement that was required to be, but was not, paid by the Defaulting Lender, (D) fourth, to 
each Non-Defaulting Lender ratably in accordance with their Commitments (but, in each case, only to the extent that such Defaulting 
Lender's portion of an Advance (or other funding obligation) was funded by such other Non-Defaulting Lender), (E) fifth, in Agent's 
sole discretion, to a suspense account maintained by Agent, the proceeds of which shall be retained by Agent and may be made 
available to be re-advanced to or for the benefit of Borrower (upon the request of Borrower and subject to the conditions set forth in 
Section 3.2) as if such Defaulting Lender had made its portion of Advances (or other funding obligations) hereunder, and (F) sixth, 
from and after the date on which all other Obligations have been paid in full, to such Defaulting Lender in accordance with tier (L) of 
Section 2.4(b)(ii).  Subject to the foregoing, Agent may hold and, in its discretion, re-lend to Borrower for the account of such 
Defaulting Lender the amount of all such payments received and retained by Agent for the account of such Defaulting Lender.  Solely 
for the purposes of voting or consenting to matters with respect to the Loan Documents (including the calculation of Pro Rata Share in 
connection therewith) and for the purpose of calculating the fee payable under Section 2.12(b), such Defaulting Lender shall be 
deemed not to be a "Lender" and such Lender's Commitment shall be deemed to be zero; provided, that the foregoing shall not apply 
to any of the matters governed by Section 14.1(a) through (c).  The provisions of this Section 2.3(g) shall remain effective with respect 
to such Defaulting Lender until the earlier of (y) the date on which all of the Non-Defaulting Lenders, Agent, Issuing Lender, and 
Borrower shall have waived, in writing, the application of this Section 2.3(g) to such Defaulting Lender, or (z) the date on which such 
Defaulting Lender makes payment of all amounts that it was obligated to fund hereunder, pays to Agent all amounts owing by 
Defaulting Lender in respect of the amounts that it was obligated to 

 
-11-
fund hereunder, and, if requested by Agent, provides adequate assurance of its ability to perform its future obligations hereunder (on 
which earlier date, so long as no Event of Default has occurred and is continuing, any remaining cash collateral held by Agent 
pursuant to Section 2.3(g)(ii) shall be released to Borrower).  The operation of this Section 2.3(g) shall not be construed to increase or 
otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender 
of its duties and obligations hereunder, or to relieve or excuse the performance by Borrower of its duties and obligations hereunder to 
Agent, Issuing Lender, or to the Lenders other than such Defaulting Lender.  Any failure by a Defaulting Lender to fund amounts that 
it was obligated to fund hereunder shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle 
Borrower, at its option, upon written notice to Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulting 
Lender, such substitute Lender to be reasonably acceptable to Agent.  In connection with the arrangement of such a substitute Lender, 
the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of 
Assignment and Acceptance in favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such 
document if it fails to do so) subject only to being paid its share of the outstanding Obligations (other than Bank Product Obligations, 
but including (1) all interest, fees, and other amounts that may be due and payable in respect thereof, and (2) an assumption of its Pro 
Rata Share of its participation in the Letters of Credit); provided, that any such assumption of the Commitment of such Defaulting 
Lender shall not be deemed to constitute a waiver of any of the Lender Groups' or Borrower's rights or remedies against any such 
Defaulting Lender arising out of or in relation to such failure to fund.  In the event of a direct conflict between the priority provisions 
of this Section 2.3(g) and any other provision contained in this Agreement or any other Loan Document, it is the intention of the 
parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other.  In 
the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.3(g) shall 
control and govern.
(ii)
If any Swing Loan or Letter of Credit is outstanding at the time that a Lender becomes a Defaulting Lender 
then:
(A)
such Defaulting Lender's Swing Loan Exposure and Letter of Credit Exposure shall be reallocated 
among the Non-Defaulting Lenders in accordance with their respective Pro Rata Shares but only to the extent (x) the sum of all Non-
Defaulting Lenders' Pro Rata Share of Revolver Usage plus such Defaulting Lender's Swing Loan Exposure and Letter of Credit 
Exposure does not exceed the total of all Non-Defaulting Lenders' Revolver Commitments and (y) the conditions set forth in Section 
3.2 are satisfied at such time;
(B)
if the reallocation described in clause (A) above cannot, or can only partially, be effected, Borrower 
shall within one Business Day following notice by the Agent (x) first, prepay such Defaulting Lender's Swing Loan Exposure (after 
giving effect to any partial reallocation pursuant to clause (A) above), and (y) second, cash collateralize such Defaulting Lender's 
Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (A) above), pursuant to a cash collateral 
agreement to be entered into in form and substance reasonably satisfactory to the Agent, for so long as such Letter of Credit Exposure 
is outstanding; provided, that Borrower shall not be obligated to cash collateralize any Defaulting Lender's Letter of Credit Exposure if 
such Defaulting Lender is also Issuing Lender;

 
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(C)
if Borrower cash collateralize any portion of such Defaulting Lender's Letter of Credit Exposure 
pursuant to this Section 2.3(g)(ii), Borrower shall not be required to pay any Letter of Credit Fees to Agent for the account of such 
Defaulting Lender pursuant to Section 2.6(b) with respect to such cash collateralized portion of such Defaulting Lender's Letter of 
Credit Exposure during the period such Letter of Credit Exposure is cash collateralized;
(D)
to the extent the Letter of Credit Exposure of the Non-Defaulting Lenders is reallocated pursuant to 
this Section 2.3(g)(ii), then the Letter of Credit Fees payable to the Non-Defaulting Lenders pursuant to Section 2.6(b) shall be 
adjusted in accordance with such Non-Defaulting Lenders' Letter of Credit Exposure;
(E)
to the extent any Defaulting Lender's Letter of Credit Exposure is neither cash collateralized nor 
reallocated pursuant to this Section 2.3(g)(ii), then, without prejudice to any rights or remedies of Issuing Lender or any Lender 
hereunder, all Letter of Credit Fees that would have otherwise been payable to such Defaulting Lender under Section 2.6(b) with 
respect to such portion of such Letter of Credit Exposure shall instead be payable to Issuing Lender until such portion of such 
Defaulting Lender's Letter of Credit Exposure is cash collateralized or reallocated;
(F)
so long as any Lender is a Defaulting Lender, the Swing Lender shall not be required to make any 
Swing Loan and Issuing Lender shall not be required to issue, amend, or increase any Letter of Credit, in each case, to the extent (x) 
the Defaulting Lender's Pro Rata Share of such Swing Loans or Letter of Credit cannot be reallocated pursuant to this Section 2.3(g)
(ii), or (y) the Swing Lender or Issuing Lender, as applicable, has not otherwise entered into arrangements reasonably satisfactory to 
the Swing Lender or Issuing Lender, as applicable, and Borrower to eliminate the Swing Lender's or Issuing Lender's risk with respect 
to the Defaulting Lender's participation in Swing Loans or Letters of Credit; and
(G)
Agent may release any cash collateral provided by Borrower pursuant to this Section 2.3(g)(ii) to 
Issuing Lender and Issuing Lender may apply any such cash collateral to the payment of such Defaulting Lender's Pro Rata Share of 
any Letter of Credit Disbursement that is not reimbursed by Borrower pursuant to Section 2.12(d).  Subject to Section 17.13, no 
reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising 
from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-
Defaulting Lender's increased exposure following such reallocation.
(h)
Independent Obligations.  All Advances (other than Swing Loans and Protective Advances) shall be made by the 
Lenders contemporaneously and in accordance with their Pro Rata Shares.  It is understood that (i) no Lender shall be responsible for 
any failure by any other Lender to perform its obligation to make any Advance (or other extension of credit) hereunder, nor shall any 
Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations 
hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations 
hereunder.

 
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2.4. Payments
(a)
Payments by Borrower.
(i)
Except as otherwise expressly provided herein, all payments by Borrower shall be made to Agent's Account 
for the account of the Lender Group and shall be made in immediately available funds, no later than 4:30 p.m. on the date specified 
herein; provided that, for the avoidance of doubt, any payments deposited into a Controlled Account shall be deemed not to be 
received by Agent on any Business Day unless immediately available funds have been credited to Agent's Account on or prior to 4:30 
p.m. on such Business Day.  Any payment received by Agent in immediately available funds in Agent's Account later than 4:30 p.m. 
shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following 
Business Day and any applicable interest or fee shall continue to accrue until such following Business Day.
(ii)
Unless Agent receives notice from Borrower prior to the date on which any payment is due to the Lenders 
that Borrower will not make such payment in full as and when required, Agent may assume that Borrower has made (or will make) 
such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance 
upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender.  If and to the 
extent Borrower does not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on 
demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the 
date such amount is distributed to such Lender until the date repaid.
(b)
Apportionment and Application.
(i)
So long as no Application Event has occurred and is continuing and except as otherwise provided with 
respect to Defaulting Lenders, all principal and interest payments shall be apportioned ratably among the Lenders (according to the 
unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses 
(other than fees or expenses that are for Agent's separate account) shall be apportioned ratably among the Lenders having a Pro Rata 
Share of the type of Commitment or Obligation to which a particular fee or expense relates.  All payments to be made hereunder by 
Borrower shall be remitted to Agent and all (subject to Section 2.4(b)(iv) hereof) such payments, and all proceeds of Collateral 
received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the 
Advances outstanding and, thereafter, to Borrower (to be wired to the Designated Account) or such other Person entitled thereto under 
applicable law.
(ii)
At any time that an Application Event has occurred and is continuing and except as otherwise provided with 
respect to Defaulting Lenders, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as 
follows:
(A)
first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 
then due to Agent under the Loan Documents, until paid in full,
(B)
second, to pay any fees or premiums then due to Agent under the Loan Documents until paid in 
full,

 
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(C)
third, to pay interest due in respect of all Protective Advances until paid in full,
(D)
fourth, to pay the principal of all Protective Advances until paid in full,
(E)
fifth, ratably to pay any Lender Group Expenses (including cost or expense reimbursements) or 
indemnities then due to any of the Lenders under the Loan Documents, until paid in full,
(F)
sixth, ratably to pay any fees or premiums then due to any of the Lenders under the Loan 
Documents until paid in full,
(G)
seventh, to pay interest accrued in respect of the Swing Loans, until paid in full,
(H)
eighth, to pay the principal of all Swing Loans, until paid in full,
(I) ninth, ratably, to pay interest accrued in respect of the Advances (other than Protective Advances and 
Swing Loans), until paid in full,
(J) tenth, ratably (i) ratably, to pay the principal of all Advances until paid in full, (ii) to Agent, to be held 
by Agent, for the benefit of Issuing Lender (and for the ratable benefit of each of the Lenders that have an obligation to pay to Agent, 
for the account of Issuing Lender, a share of each Letter of Credit Disbursement), as cash collateral in an amount up to 105% of the 
Letter of Credit Usage (to the extent permitted by applicable law, such cash collateral shall be applied to the reimbursement of any 
Letter of Credit Disbursement as and when such disbursement occurs and, if a Letter of Credit expires undrawn, the cash collateral 
held by Agent in respect of such Letter of Credit shall, to the extent permitted by applicable law, be reapplied pursuant to this Section 
2.4(b)(iii), beginning with tier (A) hereof), and (iii) ratably, up to the lesser of (y) the amount (after taking into account any amounts 
previously paid pursuant to this clause (iii) during the continuation of the applicable Application Event) of the most recently 
established Bank Product Reserve, which amount was established prior to the occurrence of, and not in contemplation of, the subject 
Application Event, and (z) $3,000,000 (after taking into account any amounts previously paid pursuant to this clause (iii) during the 
continuation of the applicable Application Event), to (I) the Bank Product Providers based upon amounts then certified by each 
applicable Bank Product Provider to Agent (in form and substance satisfactory to Agent) to be due and payable to such Bank Product 
Provider on account of Bank Product Obligations (but not in excess of the Bank Product Reserve established for the Bank Product 
Obligations of such Bank Product Provider), and (II) with any balance to be paid to Agent, to be held by Agent, for the ratable benefit 
of the Bank Product Providers, as cash collateral (which cash collateral may be released by Agent to the applicable Bank Product 
Provider and applied by such Bank Product Provider to the payment or reimbursement of any amounts due and payable with respect to 
Bank Product Obligations owed to the applicable Bank Product Provider as and when such amounts first become due and payable and, 
if and at such time as all such Bank Product Obligations are paid or otherwise satisfied in full, the cash collateral held by Agent in 
respect of such Bank Product Obligations shall be reapplied pursuant to this Section 2.4(b)(ii), beginning with tier (A) hereof),

 
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(K)
eleventh, to pay any other Obligations other than Obligations owed to Defaulting Lenders 
(including being paid, ratably, to the Bank Product Providers on account of all amounts then due and payable in respect of Bank 
Product Obligations, with any balance to be paid to Agent, to be held by Agent, for the ratable benefit of the Bank Product Providers, 
as cash collateral (which cash collateral may be released by Agent to the applicable Bank Product Provider and applied by such Bank 
Product Provider to the payment or reimbursement of any amounts due and payable with respect to Bank Product Obligations owed to 
the applicable Bank Product Provider as and when such amounts first become due and payable and, if and at such time as all such 
Bank Product Obligations are paid or otherwise satisfied in full, the cash collateral held by Agent in respect of such Bank Product 
Obligations shall be reapplied pursuant to this Section 2.4(b)(ii), beginning with tier (A) hereof), 
(L)
twelfth, ratably to pay any Obligations owed to Defaulting Lenders, and 
(M)
thirteenth, to Borrower (to be wired to the Designated Account) or such other Person entitled 
thereto under applicable law.
(iii)
Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from 
each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in Section 2.3(e).
(iv)
In each instance, so long as no Application Event has occurred and is continuing, Section 2.4(b)(i) shall not 
apply to any payment made by Borrower to Agent and specified by Borrower to be for the payment of specific Obligations then due 
and payable (or prepayable) under any provision of this Agreement. 
(v)
For purposes of Section 2.4(b)(ii), "paid in full" means payment of all amounts owing under the Loan 
Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including 
interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense 
reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency 
Proceeding. 
(vi)
In the event of a direct conflict between the priority provisions of this Section 2.4 and any other provision 
contained in any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to 
the fullest extent possible, to be in concert with each other.  In the event of any actual, irreconcilable conflict that cannot be resolved as 
aforesaid, the terms and provisions of this Section 2.4 shall control and govern.
(c)
Mandatory Prepayments.  Within three (3) Business Days after the date of the receipt by Borrower or any of its 
Subsidiaries of the proceeds of any voluntary or involuntary sale or disposition (including casualty losses but excluding sales or 
dispositions which qualify as Permitted Dispositions) by Borrower or any of its Subsidiaries of property or assets constituting 
Collateral, Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(d) in an amount 
equal to 100% of the Net Cash Proceeds received by such Person in connection with such sales or dispositions; provided, however, 
that so long as no 

 
-16-
Event of Default has occurred and is continuing, such Net Cash Proceeds may be reinvested in the business of Borrower and its 
Subsidiaries within 365 days of receipt thereof, provided that to the extent such Net Cash Proceeds are not reinvested within 365 days, 
prepayment of the Obligations shall be required as provided above.  Immediately after giving effect to any such prepayment, Agent 
shall recalculate the Borrowing Base to reflect that such sale or disposition has occurred.  Nothing contained in this Section 2.4(c) 
shall permit Borrower or any of its Subsidiaries to sell or otherwise dispose of any Collateral other than in accordance with Section 
6.4.
(d)
Application of Payments.  Each prepayment pursuant to Section 2.4(c) above shall (A) so long as no Application 
Event shall have occurred and be continuing, be applied, first, to the outstanding principal amount of the Advances (without a 
corresponding permanent reduction in the Maximum Revolver Amount), until paid in full, and second, if an Event of Default has 
occurred and is continuing, to cash collateralize the Letters of Credit in an amount equal to 105% of the then extant Letter of Credit 
Usage (without a corresponding permanent reduction in the Maximum Revolver Amount), and (B) if an Application Event shall have 
occurred and be continuing, be applied in the manner set forth in Section 2.4(b)(ii). 
(e)
Reduction of Revolver Commitments.  The Revolver Commitments shall terminate on the Latest Maturity Date or 
earlier termination thereof pursuant to the terms of this Agreement.  Borrower may reduce the Revolver Commitments, without 
premium or penalty, to an amount (which may be zero) not less than the sum of (A) the Revolver Usage as of such date, plus (B) the 
principal amount of all Revolving Loans not yet made as to which a request has been given by Borrower under Section 2.3(a), plus (C) 
the amount of all Letters of Credit not yet issued as to which a request has been given by Borrower pursuant to Section 2.12(a).  Each 
such reduction shall be in an amount which is not less than $5,000,000 (unless the Revolver Commitments are being reduced to zero 
and the amount of the Revolver Commitments in effect immediately prior to such reduction are less than $5,000,000), shall be made 
by providing not less than ten Business Days prior written notice to Agent, and shall be irrevocable.  The Revolver Commitments, 
once reduced, may not be increased.  Each such reduction of the Revolver Commitments shall reduce the Revolver Commitments of 
each Lender proportionately in accordance with its ratable share thereof.  In connection with any reduction in the Revolver 
Commitments prior to the Latest Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrower shall 
deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by 
the Borrower, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to 
comply with any of the requirements under Regulations T, U or X of the Board of Governors.
2.5. Overadvances.
If, at any time or for any reason, the amount of Obligations owed by Borrower to the Lender Group pursuant to Section 2.1 or 
Section 2.12 is greater than any of the limitations set forth in Section 2.1 or Section 2.12, as applicable (an "Overadvance"), Borrower 
immediately shall pay to Agent, in immediately available funds, the amount of such excess, which amount shall be used by Agent to 
reduce the Obligations in accordance with the priorities set forth in Section 2.4(b).  Notwithstanding the foregoing, the provisions of 
the prior sentence shall not apply to optional Overadvances under Section 2.3(d).  Borrower promises to pay the Obligations 
(including principal, interest, fees, costs, and expenses) in Dollars in full on the Latest Maturity Date or, if 

 
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earlier, on the date on which the Obligations are declared due and payable pursuant to the terms of this Agreement.
2.6. Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations.
(a)
Interest Rates.  Except as provided in Section 2.6(c), all Obligations (except for undrawn Letters of Credit and except 
for Bank Product Obligations) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest on the Daily 
Balance thereof as follows:
(i)
if the relevant Obligation is a SOFR Loan, at a per annum rate equal to the Term SOFR plus the SOFR 
Margin, and
(ii)
otherwise, at a per annum rate equal to the Base Rate plus the Base Rate Margin.
(b)
Letter of Credit Fee.  Borrower shall pay Agent (for the ratable benefit of the Lenders with a Revolver Commitment, 
subject to any agreements between Agent and individual Lenders), a Letter of Credit fee (in addition to the charges, commissions, 
fees, and costs set forth in Section 2.12(e)) which shall accrue at a rate equal to the L/C Margin times the Daily Balance of the 
undrawn amount of all outstanding Letters of Credit.
(c)
Default Rate.  Upon the occurrence and during the continuation of an Event of Default (and at the written election of 
the Supermajority Lenders), 
(i)
all Obligations (except for undrawn Letters of Credit and except for Bank Product Obligations) that have 
been charged to the Loan Account pursuant to the terms hereof shall bear interest on the Daily Balance thereof at a per annum rate 
equal to 2 percentage points above the per annum rate otherwise applicable hereunder, and
(ii)
the Letter of Credit fee provided for in Section 2.6(b) shall be increased to 2 percentage points above the per 
annum rate otherwise applicable hereunder.
(d)
Payment.  Except to the extent provided to the contrary in Section 2.11, Section 2.12(k) or Section 2.13(a), (i) all 
interest and all other fees payable hereunder or under any of the other Loan Documents (other than Letter of Credit Fees) shall be due 
and payable, in arrears, on the first day of each month, (ii) all Letter of Credit Fees payable hereunder, and all fronting fees and all 
commissions, other fees, charges and expenses provided for in Section 2.12(k) shall be due and payable, in arrears, on the first 
Business Day of each month, and (iii) all costs and expenses payable hereunder or under any of the other Loan Documents, and all 
other Lender Group Expenses shall be due and payable on (x) with respect to Lender Group Expenses outstanding as of the Closing 
Date, the Closing Date, and (y) otherwise, the earlier of (A) the first day of the month following the date on which the applicable costs, 
expenses, or Lender Group Expenses were first incurred, or (B) the date on which demand therefor is made by Agent (it being 
acknowledged and agreed that any charging of such costs, expenses or Lender Group Expenses to the Loan Account pursuant to the 
provisions of the following sentence shall be deemed to constitute a demand for payment thereof for the purposes of this subclause 
(y)).  Borrower hereby authorizes Agent, from time to time without prior notice to Borrower, to charge to the Loan Account (A) on 

 
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the first day of each month, all interest accrued during the prior month on the Advances hereunder, (B) on the first Business Day of 
each month, all Letter of Credit Fees accrued or chargeable hereunder during the prior month, (C) as and when incurred or accrued, all 
fees and costs provided for in Section 2.11(a) or (c), (D) on the first day of each month, the Unused Line Fee accrued during the prior 
month pursuant to Section 2.11(b), (E) as and when due and payable, all other fees payable hereunder or under any of the other Loan 
Documents, (F) on the Closing Date and thereafter as and when incurred or accrued, all other Lender Group Expenses, and (G) as and 
when due and payable all other payment obligations payable under any Loan Document or any Bank Product Agreement (including 
any amounts due and payable to the Bank Product Providers in respect of Bank Products).  All amounts (including interest, fees, costs, 
expenses, Lender Group Expenses, or other amounts payable hereunder or under any other Loan Document or under any Bank Product 
Agreement) charged to the Loan Account shall thereupon constitute Advances hereunder, shall constitute Obligations hereunder, and 
shall initially accrue interest at the rate then applicable to Advances that are Base Rate Loans (unless and until converted into SOFR 
Loans in accordance with the terms of this Agreement).
(e)
Computation.  All interest and fees (other than with respect to Base Rate Loans) chargeable under the Loan 
Documents shall be computed on the basis of a 360 day year for the actual number of days elapsed.  Interest with respect to Base Rate 
Loans hereunder shall be calculated on the actual number of days elapsed over a year of 365 or 366 days, as applicable.  In the event 
the Base Rate is changed from time to time hereafter, the rates of interest hereunder based upon the Base Rate automatically and 
immediately shall be increased or decreased by an amount equal to such change in the Base Rate.
(f)
Intent to Limit Charges to Maximum Lawful Rate.  In no event shall the interest rate or rates payable under this 
Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of 
competent jurisdiction shall, in a final determination, deem applicable.  Borrower and the Lender Group, in executing and delivering 
this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however, 
that, anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds the 
maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrower is and shall be liable only for 
the payment of such maximum as allowed by law, and payment received from Borrower in excess of such legal maximum, whenever 
received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess.
(g)
Term SOFR Conforming Changes.  In connection with the use or administration of Term SOFR, Agent will have the 
right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan 
Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of 
any other party to this Agreement or any other Loan Document. Agent will promptly notify Borrower and the Lenders of the 
effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR. 

 
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2.7. Cash Management.
(a)
Borrower shall and shall cause the Loan Parties to (i) establish and maintain cash management services of a type and on 
terms reasonably satisfactory to Agent at Wells Fargo or one or more of the other banks set forth on Schedule 2.7(a) (each a "Cash 
Management Bank"), and shall take reasonable steps to ensure that all of its and the Loan Parties' Account Debtors forward payment 
of the amounts owed by them directly to a Collection Account at such Cash Management Bank that is not an Excluded Account (a 
"Cash Management Account") (by wire transfer to the applicable Cash Management Bank or to a lockbox maintained by the 
applicable Cash Management Bank for deposit into such Collection Account), and (ii) deposit or cause to be deposited promptly, and 
in any event no later than the first Business Day after the date of receipt thereof, all of their Collections (including those sent directly 
by their Account Debtors to Borrower or a Loan Party) and proceeds of Collateral into a Cash Management Account. 
(b)
Borrower shall and shall cause each of the Loan Parties to establish and maintain Cash Management Agreements with 
Agent and the applicable Cash Management Bank, in form and substance reasonably acceptable to Agent.  Each such Cash 
Management Agreement shall provide, among other things, that (i) the Cash Management Bank will comply with any instructions 
originated by Agent directing the disposition of the funds in each applicable Cash Management Account without further consent by 
Borrower (or any Loan Party, as applicable), (ii) the Cash Management Bank waives, subordinates or agrees not to exercise any rights 
of setoff or recoupment or any other claim against each applicable Cash Management Account other than for payment of its service 
fees and other charges directly related to the administration of such Cash Management Account and for returned checks or other items 
of payment, and (iii) the Cash Management Bank will forward by daily sweep all amounts in each applicable Cash Management 
Account to the Agent's Account. 
(c)
So long as no Event of Default has occurred and is continuing, Borrower may amend Schedule 2.7(a) to add or replace 
a Cash Management Bank or Cash Management Account and shall upon such addition or replacement provide to Agent an amended 
Schedule 2.7(a); provided, however that (i) such prospective Cash Management Bank shall be reasonably satisfactory to Agent, and 
(ii) as promptly as practicable and in any event within 45 days (or such longer period as may be acceptable to Agent) after the opening 
of such Cash Management Account, Borrower (or such Loan Party, as applicable) and such prospective Cash Management Bank shall 
have executed and delivered to Agent a Cash Management Agreement.  Borrower (or any Loan Party, as applicable) shall close any of 
its Cash Management Accounts (and establish replacement Cash Management Accounts in accordance with the foregoing sentence) 
promptly as practicable and in any event within 45 days (or such longer period as may be acceptable to Agent) after notice from Agent 
that such Cash Management Bank is in material breach of its obligations under its Cash Management Agreement with Agent.
(d)
Other than with respect to Excluded Accounts, Borrower shall not, and shall not permit the Loan Parties to, make, 
acquire or permit to exist Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or 
Securities Accounts unless Borrower or such Loan Party, as applicable, and the applicable bank or securities intermediary have 
entered into Cash Management Agreements governing such Permitted Investments in order to perfect (or further establish) Agent's 
Liens in such Permitted Investments.

 
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2.8. Crediting Payments.
The receipt of any payment item by Agent  shall not be required to be considered a payment on account unless such payment 
item is a wire transfer of immediately available funds made to the Agent's Account or unless and until such payment item is honored 
when presented for payment.  Should any payment item not be honored when presented for payment, then Borrower shall be deemed 
not to have made such payment.  Anything to the contrary contained herein notwithstanding, any payment item shall be deemed 
received by Agent only if it is received into the Agent's Account on a Business Day on or before 4:30 p.m.  If any payment item is 
received into the Agent's Account on a non-Business Day or after 4:30 p.m. on a Business Day (unless Agent, in its sole discretion, 
elects to credit it on the date received), it shall be deemed to have been received by Agent as of the opening of business on the 
immediately following Business Day.
2.9. Designated Account.
Agent is authorized to make the Advances, and Issuing Lender is authorized to issue the Letters of Credit, under this 
Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Person or, without 
instructions, if pursuant to Section 2.6(d).  Borrower agrees to establish and maintain the Designated Account with the Designated 
Account Bank for the purpose of receiving the proceeds of the Advances requested by Borrower and made by Agent or the Lenders 
hereunder.  Unless otherwise agreed by Agent and Borrower, any Advance, Protective Advance, or Swing Loan requested by 
Borrower and made by Agent or the Lenders hereunder shall be made to the Designated Account.
2.10.
Maintenance of Loan Account; Statements of Obligations.
Agent shall maintain an account on its books in the name of Borrower (the "Loan Account") on which Borrower will be 
charged with all Advances (including Protective Advances and Swing Loans) made by Agent, Swing Lender, or the Lenders to 
Borrower or for Borrower's account, the Letters of Credit issued or arranged by Issuing Lender for Borrower's account, and with all 
other payment Obligations hereunder or under the other Loan Documents (except for Bank Product Obligations), including, accrued 
interest, fees and Lender Group Expenses.  In accordance with Section 2.7, the Loan Account will be credited with all payments 
received by Agent from Borrower or for Borrower's account, including all amounts received in the Agent's Account from any Cash 
Management Banks.  Agent shall make available to Borrower monthly statements regarding the Loan Account, including the principal 
amount of the Advances, interest accrued hereunder, fees accrued or charged hereunder or under the other Loan Documents, and a 
summary itemization of all charges and expenses constituting Lender Group Expenses accrued hereunder or under the other Loan 
Documents, and each such statement, absent manifest error, shall be conclusively presumed to be correct and accurate and constitute 
an account stated between Borrower and the Lender Group unless, within 30 days after Agent first makes such a statement available to 
Borrower, Borrower shall deliver to Agent written objection thereto describing the error or errors contained in such statement.

 
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2.11.
Fees.
(a)
Agent Fees.  Borrower shall pay to Agent, for the account of Agent, as and when due and payable under the terms of 
the Fee Letter, the fees set forth in the Fee Letter.
(b)
Unused Line Fee.  Borrower shall pay to Agent, for the ratable account of the Revolving Lenders, an unused line fee 
(the "Unused Line Fee") in an amount equal to 0.25% per annum times the result of (i) the aggregate amount of the Revolver 
Commitments, less (ii) the Average Revolver Usage during the immediately preceding month (or portion thereof), which Unused Line 
Fee shall be due and payable, in arrears, on the first day of each month from and after the Closing Date up to the first day of the month 
prior to the date on which the Obligations are paid in full and on the date on which the Obligations are paid in full.
(c)
Field Examination and Other Fees.  Subject to any limitations set forth in Section 5.5, Borrower shall pay to Agent, 
field examination fees and charges, as and when incurred or chargeable, as follows: (i) a fee of $1,000 per day, per field examiner, 
plus reasonable and documented out-of-pocket expenses (including travel, meals, and lodging) for each field examination of Borrower 
performed by or on behalf of Agent, and (ii) the reasonable and documented fees, charges or expenses paid or incurred by Agent if it 
elects to employ the services of one or more third Persons to perform field examinations of Borrower, appraise the Collateral, or any 
portion thereof, or to assess Borrower's business valuation.
2.12.
Letters of Credit.
(a)
Subject to the terms and conditions of this Agreement, upon the request of Borrower made in accordance herewith, and 
prior to the Latest Maturity Date, Issuing Lender agrees issue L/Cs for the account of Borrower or to purchase participations or 
execute indemnities or reimbursement obligations (each such undertaking, an "L/C Undertaking") with respect to letters of credit 
issued by an Underlying Issuer (as of the Restatement Effective Date, the prospective Underlying Issuer is to be Wells Fargo) for the 
account of Borrower.  By submitting a request to Issuing Lender for the issuance of a Letter of Credit, Borrower shall be deemed to 
have requested that (x) Issuing Lender issue the requested Letter of Credit or (y) in the case in which WFCF is the Issuing Lender, that 
an Underlying Issuer issue the requested Letter of Credit (and, in such case, to have requested WFCF to issue a L/C Undertaking with 
respect to such requested Letter of Credit).  Each request for the issuance of a Letter of Credit, or the amendment, renewal, or 
extension of any outstanding Letter of Credit, shall be (i) irrevocable, unless otherwise consented to in writing by Issuing Lender, and 
shall be made in writing by an Authorized Person, (ii) delivered to Agent and Issuing Lender via telefacsimile or other electronic 
method of transmission reasonably acceptable to Agent and Issuing Lender and reasonably in advance of the requested date of 
issuance, amendment, renewal, or extension, and (iii) subject to Issuing Lender's authentication procedures with results satisfactory to 
Issuing Lender.  Each such request shall be in form and substance reasonably satisfactory to Issuing Lender and (i) shall specify (A) 
the amount of such Letter of Credit, (B) the date of issuance, amendment, renewal, or extension of such Letter of Credit, (C) the 
proposed expiration date of such Letter of Credit, (D) the name and address of the beneficiary of the Letter of Credit, and (E) such 
other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the 
Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, 

 
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amend, renew, or extend such Letter of Credit, and (ii) shall be accompanied by such Issuer Documents as Agent or Issuing Lender or 
Underlying Issuer may request or require, to the extent that such requests or requirements are consistent with the Issuer Documents 
that Issuing Lender or Underlying Issuer generally requests for Letters of Credit in similar circumstances.  Issuing Lender's records of 
the content of any such request will be conclusive absent manifest error.  Anything contained herein to the contrary notwithstanding, 
Issuing Lender may, but shall not be obligated to, issue a Letter of Credit that supports the obligations of Borrower or one of their 
Subsidiaries in respect of (x) a lease of real property to the extent that the face amount of such Letter of Credit exceeds the highest rent 
(including all rent-like charges) payable under such lease for a period of one year, or (y) an employment contract to the extent that the 
face amount of such Letter of Credit exceeds the highest compensation payable under such contract for a period of one year.
(b)
Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving 
effect to the requested issuance:
(i)
the Letter of Credit Usage would exceed the Letter of Credit Sublimit, or
(ii)
the Letter of Credit Usage would exceed the Maximum Revolver Amount less the outstanding amount of 
Advances (including Swing Loans), or
(iii)
the Letter of Credit Usage would exceed the Borrowing Base at such time less the outstanding principal 
balance of the Advances (including Swing Loans) at such time.
(c)
In the event there is a Defaulting Lender as of the date of any request for the issuance of a Letter of Credit, the Issuing 
Lender shall not be required to issue or arrange for such Letter of Credit or any applicable L/C Undertaking to the extent (i) the 
Defaulting Lender's Letter of Credit Exposure with respect to such Letter of Credit or any applicable L/C Undertaking may not be 
reallocated pursuant to Section 2.3(c)(iv), or (ii) the Issuing Lender has not otherwise entered into arrangements reasonably 
satisfactory to it and Borrower to eliminate the Issuing Lender's risk with respect to the participation in such Letter of Credit or any 
applicable L/C Undertaking of the Defaulting Lender, which arrangements may include Borrower cash collateralizing such Defaulting 
Lender's Letter of Credit Exposure in accordance with Section 2.3(c)(iv).  Additionally, Issuing Lender shall have no obligation to 
issue a Letter of Credit or a L/C Undertaking in respect of a Letter of Credit if (A) any order, judgment, or decree of any 
Governmental Authority or arbitrator shall, by its terms, purport to enjoin or restrain Issuing Lender from issuing such Letter of Credit 
or a L/C Undertaking or Underlying Issuer from issuing such Letter of Credit, or any law applicable to Issuing Lender or any request 
or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over Issuing Lender shall 
prohibit or request that the Issuing Lender or Underlying Issuer refrain from the issuance of letters of credit generally or such Letter of 
Credit or L/C Undertaking in particular, (B) the issuance of such Letter of Credit would violate one or more policies of Issuing Lender 
applicable to letters of credit generally, or (C) if amounts demanded to be paid under any Letter of Credit will or may not be in 
Dollars.
(d)
Any Issuing Lender (other than Wells Fargo or any of its Affiliates) shall notify Agent in writing no later than the 
Business Day prior to the Business Day on which such Issuing 

 
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Lender issues any Letter of Credit.  In addition, each Issuing Lender (other than Wells Fargo or any of its Affiliates) shall, on the first 
Business Day of each week, submit to Agent a report detailing the daily undrawn amount of each Letter of Credit or L/C Undertakings 
issued by such Issuing Lender during the prior calendar week.  Each Letter of Credit shall be in form and substance reasonably 
acceptable to Issuing Lender and, if applicable, Underlying Issuer, including the requirement that the amounts payable thereunder 
must be payable in Dollars.  If Issuing Lender makes a payment under a Letter of Credit or L/C Undertakings, Borrower shall pay to 
Agent an amount equal to the applicable L/C Disbursement on the Business Day such L/C Disbursement is made and, in the absence 
of such payment, the amount of the L/C Disbursement immediately and automatically shall be deemed to be an Advance hereunder 
(notwithstanding any failure to satisfy any condition precedent set forth in Section 3) and, initially, shall bear interest at the rate then 
applicable to Advances that are Base Rate Loans. If a L/C Disbursement is deemed to be an Advance hereunder, Borrower's obligation 
to pay the amount of such L/C Disbursement to Issuing Lender shall be automatically converted into an obligation to pay the resulting 
Advance.  Promptly following receipt by Agent of any payment from Borrower pursuant to this paragraph, Agent shall distribute such 
payment to Issuing Lender or, to the extent that Lenders have made payments pursuant to Section 2.12(e) to reimburse Issuing Lender, 
then to such Lenders and Issuing Lender as their interests may appear.
(e)
Promptly following receipt of a notice of a L/C Disbursement pursuant to Section 2.12(d), each Lender agrees to fund 
its Pro Rata Share of any Advance deemed made pursuant to Section 2.12(d) on the same terms and conditions as if Borrower has 
requested the amount thereof as an Advance and Agent shall promptly pay to Issuing Lender the amounts so received by it from the 
Lenders.  By the issuance of a Letter of Credit or L/C Undertaking (or an amendment, renewal, or extension of a Letter of Credit or 
L/C Undertaking) and without any further action on the part of Issuing Lender or the Lenders, Issuing Lender shall be deemed to have 
granted to each Lender, and each Lender shall be deemed to have purchased, a participation in each Letter of Credit or L/C 
Undertaking issued by Issuing Lender, in an amount equal to its Pro Rata Share of such Letter of Credit or L/C Undertaking, and each 
such Lender agrees to pay to Agent, for the account of Issuing Lender, such Lender's Pro Rata Share of any L/C Disbursement made 
by Issuing Lender under the applicable Letter of Credit or L/C Undertaking.  In consideration and in furtherance of the foregoing, each 
Lender hereby absolutely and unconditionally agrees to pay to Agent, for the account of Issuing Lender, such Lender's Pro Rata Share 
of each L/C Disbursement made by Issuing Lender and not reimbursed by Borrower on the date due as provided in Section 2.12(d), or 
of any reimbursement payment that is required to be refunded (or that Agent or Issuing Lender elects, based upon the advice of 
counsel, to refund) to Borrower for any reason.  Each Lender acknowledges and agrees that its obligation to deliver to Agent, for the 
account of Issuing Lender, an amount equal to its respective Pro Rata Share of each L/C Disbursement pursuant to this Section 2.12(e) 
shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of 
Default or Default or the failure to satisfy any condition set forth in Section 3.  If any such Lender fails to make available to Agent the 
amount of such Lender's Pro Rata Share of a L/C Disbursement as provided in this Section, such Lender shall be deemed to be a 
Defaulting Lender and Agent (for the account of Issuing Lender) shall be entitled to recover such amount on demand from such 
Lender together with interest thereon at the Defaulting Lender Rate until paid in full.

 
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(f)
Borrower agrees to indemnify, defend and hold harmless each member of the Lender Group (including Issuing Lender 
and its branches, Affiliates, and correspondents) and each such Person's respective directors, officers, employees, attorneys and agents 
(each, including Issuing Lender, a "Letter of Credit Related Person") (to the fullest extent permitted by law) from and against any and 
all claims, demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and damages, and all reasonable fees 
and disbursements of attorneys, experts, or consultants and all other costs and expenses actually incurred in connection therewith or in 
connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), 
which may be incurred by or awarded against any Letter of Credit Related Person (other than Taxes, which shall be governed by 
Section 16) (the "Letter of Credit Indemnified Costs"), and which arise out of or in connection with, or as a result of this Agreement, 
any Letter of Credit, any Issuer Document, or any Drawing Document referred to in or related to any Letter of Credit, or any action or 
proceeding arising out of any of the foregoing (whether administrative, judicial or in connection with arbitration); in each case, 
including that resulting from the Letter of Credit Related Person's own negligence; provided, that such indemnity shall not be available 
to any Letter of Credit Related Person claiming indemnification to the extent that such Letter of Credit Indemnified Costs may be 
finally determined in a final, non-appealable judgment of a court of competent jurisdiction to have resulted directly from the gross 
negligence or willful misconduct of the Letter of Credit Related Person claiming indemnity.  This indemnification provision shall 
survive termination of this Agreement and all Letters of Credit.
(g)
The liability of Issuing Lender (or any other Letter of Credit Related Person) under, in connection with or arising out of 
any Letter of Credit (or pre-advice) or L/C Undertaking, regardless of the form or legal grounds of the action or proceeding, shall be 
limited to direct damages suffered by Borrower that are caused directly by Issuing Lender's gross negligence or willful misconduct in 
(i) honoring a presentation under a Letter of Credit that on its face does not at least substantially comply with the terms and conditions 
of such Letter of Credit, (ii) failing to honor a presentation under a Letter of Credit that strictly complies with the terms and conditions 
of such Letter of Credit, or (iii) retaining Drawing Documents presented under a Letter of Credit.  Borrower's aggregate remedies 
against Issuing Lender and any Letter of Credit Related Person for wrongfully honoring a presentation under any Letter of Credit or 
wrongfully retaining honored Drawing Documents shall in no event exceed the aggregate amount paid by Borrower to Issuing Lender 
in respect of the honored presentation in connection with such Letter of Credit under Section 2.12(d), plus interest at the rate then 
applicable to Advances of Base Rate Loans hereunder.  Borrower shall take action to avoid and mitigate the amount of any damages 
claimed against Issuing Lender or any other Letter of Credit Related Person, including by enforcing its rights against the beneficiaries 
of the Letters of Credit.  Any claim by Borrower under or in connection with any Letter of Credit shall be reduced by an amount equal 
to the sum of (x) the amount (if any) saved by Borrower as a result of the breach or alleged wrongful conduct complained of, and (y) 
the amount (if any) of the loss that would have been avoided had Borrower taken all reasonable steps to mitigate any loss, and in case 
of a claim of wrongful dishonor, by specifically and timely authorizing Issuing Lender and/or or Underlying Issuer to effect a cure.
(h)
Borrower is responsible for the final text of the Letter of Credit as issued by Issuing Lender or Underlying Issuer, 
irrespective of any assistance Issuing Lender or Underlying Issuer may provide such as drafting or recommending text or by Issuing 
Lender's or Underlying Issuer's use or refusal to use text submitted by Borrower. Borrower understands that the final form of any 

 
-25-
Letter of Credit may be subject to such revisions and changes as are deemed necessary or appropriate by Issuing Lender or Underlying 
Issuer, and Borrower hereby consents to such revisions and changes not materially different from the application executed in 
connection therewith. Borrower is solely responsible for the suitability of the Letter of Credit for Borrower's purposes.  If Borrower 
requests Issuing Lender or Underlying Issuer to issue a Letter of Credit for an affiliated or unaffiliated third party (an "Account 
Party"), (i) such Account Party shall have no rights against Issuing Lender or Underlying Issuer; (ii) Borrower shall be responsible for 
the application and obligations under this Agreement; and (iii) communications (including notices) related to the respective Letter of 
Credit shall be among Issuing Lender or Underlying Issuer and Borrower.  Borrower will examine the copy of the Letter of Credit and 
any other documents sent by Issuing Lender in connection therewith and shall promptly notify Issuing Lender and Underlying Issuer 
(not later than three (3) Business Days following Borrower's receipt of documents from Issuing Lender) of any non-compliance with 
Borrower's instructions and of any discrepancy in any document under any presentment or other irregularity.  Borrower understands 
and agrees that neither Issuing Lender or Underlying Issuer is required to extend the expiration date of any Letter of Credit for any 
reason. With respect to any Letter of Credit containing an "automatic amendment" to extend the expiration date of such Letter of 
Credit, Issuing Lender and Underlying Issuer, each in its sole and absolute discretion, may give notice of nonrenewal of such Letter of 
Credit and, if Borrower does not at any time want the then current expiration date of such Letter of Credit to be extended, Borrower 
will so notify Agent and Issuing Lender and Underlying Issuer at least 30 calendar days before Issuing Lender or Underlying Issuer is 
required to notify the beneficiary of such Letter of Credit or any advising bank of such non-extension pursuant to the terms of such 
Letter of Credit.
(i)
Borrower's reimbursement and payment obligations under this Section 2.12 are absolute, unconditional and irrevocable 
and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including:
(i)
any lack of validity, enforceability or legal effect of any Letter of Credit, any Issuer Document, any L/C 
Undertaking, this Agreement, or any Loan Document, or any term or provision therein or herein;
(ii)
payment against presentation of any draft, demand or claim for payment under any Drawing Document that 
does not comply in whole or in part with the terms of the applicable Letter of Credit or which proves to be fraudulent, forged or 
invalid in any respect or any statement therein being untrue or inaccurate in any respect, or which is signed, issued or presented by a 
Person or a transferee of such Person purporting to be a successor or transferee of the beneficiary of such Letter of Credit;
(iii)
Issuing Lender or Underlying Issuer or any of its branches or Affiliates being the beneficiary of any Letter of 
Credit;
(iv)
Issuing Lender or any correspondent or Underlying Issuer honoring a drawing against a Drawing Document 
up to the amount available under any Letter of Credit even if such Drawing Document claims an amount in excess of the amount 
available under the Letter of Credit;

 
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(v)
the existence of any claim, set-off, defense or other right that any Loan Party or any of its Subsidiaries may 
have at any time against any beneficiary or transferee beneficiary, any assignee of proceeds, Issuing Lender, Underlying Issuer or any 
other Person;
(vi)
Issuing Lender or any correspondent honoring a drawing upon receipt of an electronic presentation under a 
Letter of Credit requiring the same, regardless of whether the original Drawing Documents arrive at Issuing Lender's counters or are 
different from the electronic presentation;
(vii)
any other event, circumstance or conduct whatsoever, whether or not similar to any of the foregoing that 
might, but for this Section 2.12(i), constitute a legal or equitable defense to or discharge of, or provide a right of set-off against, 
Borrower's or any of its Subsidiaries' reimbursement and other payment obligations and liabilities, arising under, or in connection 
with, any Letter of Credit, whether against Issuing Lender, Underlying Issuer, the beneficiary or any other Person; or
(viii) the fact that any Default or Event of Default shall have occurred and be continuing;
provided, that subject to Section 2.12(g) above, the foregoing shall not release Issuing Lender or Underlying Issuer from such liability 
to Borrower as may be finally determined in a final, non-appealable judgment of a court of competent jurisdiction against Issuing 
Lender or Underlying Issuer following reimbursement or payment of the obligations and liabilities, including reimbursement and other 
payment obligations, of Borrower to Issuing Lender arising under, or in connection with, this Section 2.12 or any Letter of Credit or 
L/C Undertaking.
(j)
 Without limiting any other provision of this Agreement, Issuing Lender, Underlying Issuer and each other Letter of 
Credit Related Person (if applicable) shall not be responsible to Borrower for, and Issuing Lender's and Underlying Issuer's rights and 
remedies against Borrower and the obligation of Borrower to reimburse Issuing Lender and Underlying Issuer for each drawing under 
each Letter of Credit and L/C Undertaking shall not be impaired by:
(i)
honor of a presentation under any Letter of Credit that on its face substantially complies with the terms and 
conditions of such Letter of Credit, even if the Letter of Credit requires strict compliance by the beneficiary;
(ii)
honor of a presentation of any Drawing Document that appears on its face to have been signed, presented or 
issued (A) by any purported successor or transferee of any beneficiary or other Person required to sign, present or issue such Drawing 
Document or (B) under a new name of the beneficiary;
(iii)
acceptance as a draft of any written or electronic demand or request for payment under a Letter of Credit, 
even if nonnegotiable or not in the form of a draft or notwithstanding any requirement that such draft, demand or request bear any or 
adequate reference to the Letter of Credit;
(iv)
the identity or authority of any presenter or signer of any Drawing Document or the form, accuracy, 
genuineness or legal effect of any Drawing Document (other 

 
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than Issuing Lender's or Underlying Issuer's determination that such Drawing Document appears on its face substantially to comply 
with the terms and conditions of the Letter of Credit);
(v)
acting upon any instruction or request relative to a Letter of Credit or requested Letter of Credit that Issuing 
Lender and/or Underlying Issuer in good faith believes to have been given by a Person authorized to give such instruction or request;
(vi)
any errors, omissions, interruptions or delays in transmission or delivery of any message, advice or document 
(regardless of how sent or transmitted) or for errors in interpretation of technical terms or in translation or any delay in giving or 
failing to give notice to Borrower;
(vii)
any acts, omissions or fraud by, or the insolvency of, any beneficiary, any nominated person or entity or any 
other Person or any breach of contract between any beneficiary and Borrower or any of the parties to the underlying transaction to 
which the Letter of Credit relates;
(viii)
assertion or waiver of any provision of the ISP or UCP that primarily benefits an issuer of a letter of credit, 
including any requirement that any Drawing Document be presented to it at a particular hour or place;
(ix)
payment to any presenting bank (designated or permitted by the terms of the applicable Letter of Credit) 
claiming that it rightfully honored or is entitled to reimbursement or indemnity under Standard Letter of Credit Practice applicable to 
it;
(x)
acting or failing to act as required or permitted under Standard Letter of Credit Practice applicable to where 
Issuing Lender or Underlying Issuer has issued, confirmed, advised or negotiated such Letter of Credit, as the case may be;
(xi)
honor of a presentation after the expiration date of any Letter of Credit notwithstanding that a presentation 
was made prior to such expiration date and dishonored by Issuing Lender or Underlying Issuer, as applicable, if subsequently Issuing 
Lender or Underlying Issuer, as applicable, or any court or other finder of fact determines such presentation should have been 
honored;
(xii)
dishonor of any presentation that does not strictly comply or that is fraudulent, forged or otherwise not 
entitled to honor; or
(xiii)
(xiii)
honor of a presentation that is subsequently determined by Issuing Lender or Underlying Issuer, as 
applicable, to have been made in violation of international, federal, state or local restrictions on the transaction of business with certain 
prohibited Persons.
(k)
Borrower shall promptly pay upon receipt by Borrower of written demand to Agent for the account of Issuing Lender 
as non-refundable fees, commissions, and charges (it being acknowledged and agreed that any charging of such fees, commissions, 
and charges to the Loan Account pursuant to the provisions of Section 2.6(d) shall be deemed to constitute a demand for payment 
thereof for the purposes of this Section 2.12(k)):  (i) a fronting fee which shall be imposed by Issuing Lender equal to 0.25% per 
annum times the average amount of the Letter of Credit 

 
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Usage during the immediately preceding quarter (or if an Event of Default has occurred, month) (or portion thereof), plus (ii) any and 
all other customary commissions, fees and charges then in effect imposed by, and any and all reasonable and documented out-of-
pocket expenses incurred by, Issuing Lender or Underlying Issuer relating to Letters of Credit, at the time of issuance of any Letter of 
Credit and upon the occurrence of any other activity with respect to any Letter of Credit (including transfers, assignments of proceeds, 
amendments, drawings, renewals or cancellations).
(l)
If by reason of (x) any Change in Law, or (y) compliance by Issuing Lender, Underlying Issuer or any other member of 
the Lender Group with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental 
Authority or monetary authority including, Regulation D of the Board of Governors as from time to time in effect (and any successor 
thereto):
(i)
any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of 
Credit or L/C Undertaking issued or caused to be issued hereunder or hereby, or any Loans or obligations to make Loans hereunder or 
hereby, or
(ii)
there shall be imposed on Issuing Lender, Underlying Issuer or any other member of the Lender Group any 
other condition regarding any Letter of Credit, L/C Undertaking, Loans, or obligations to make Loans hereunder,
and the result of the foregoing is to increase, directly or indirectly, the cost to Issuing Lender, Underlying Issuer or any other member 
of the Lender Group of issuing, making, participating in, or maintaining any Letter of Credit or L/C Undertaking or to reduce the 
amount receivable in respect thereof, then, and in any such case, Agent may, at any time within a reasonable period after the additional 
cost is incurred or the amount received is reduced, notify Borrower, and Borrower shall pay within 30 days after written demand 
therefor, such amounts as Agent may specify to be necessary to compensate Issuing Lender or any other member of the Lender Group 
for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full 
thereof at the rate then applicable to Base Rate Loans hereunder; provided, that (A) Borrower shall not be required to provide any 
compensation pursuant to this Section 2.12(l) for any such amounts incurred more than 180 days prior to the date on which the 
demand for payment of such amounts is first made to Borrower, and (B) if an event or circumstance giving rise to such amounts is 
retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.  The 
determination by Agent of any amount due pursuant to this Section 2.12(l), as set forth in a certificate setting forth the calculation 
thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the 
parties hereto.
(m)
Each standby Letter of Credit shall expire not later than the date that is 12 months after the date of the issuance of such 
Letter of Credit; provided, that any standby Letter of Credit may provide for the automatic extension thereof for any number of 
additional periods each of up to one year in duration; provided further, that with respect to any Letter of Credit which extends beyond 
the Latest Maturity Date, Letter of Credit Collateralization shall be provided therefor on or before the date that is five Business Days 
prior to the Latest Maturity Date.  Each commercial Letter of Credit shall expire on the earlier of (i) 120 days after the date of the 
issuance of such commercial Letter of Credit and (ii) five Business Days prior to the Latest Maturity Date.

 
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(n)
If (i) any Event of Default shall occur and be continuing, or (ii) Availability shall at any time be less than zero, then on 
the Business Day following the date when the Borrower receives written notice from Agent or the Required Lenders (or, if the 
maturity of the Obligations has been accelerated, Lenders with Letter of Credit Exposure representing greater than 50% of the total 
Letter Credit Exposure) demanding Letter of Credit Collateralization pursuant to this Section 2.12(n) upon such demand, Borrower 
shall provide Letter of Credit Collateralization with respect to the then existing Letter of Credit Usage.  If Borrower fails to provide 
Letter of Credit Collateralization as required by this Section 2.12(n), the Lenders may (and, upon direction of Agent, shall) advance, as 
Advances the amount of the cash collateral required pursuant to the Letter of Credit Collateralization provision so that the then 
existing Letter of Credit Usage is cash collateralized in accordance with the Letter of Credit Collateralization provision (whether or 
not the Revolver Commitments have terminated, an Overadvance exists or the conditions in Section 3 are satisfied).
(o)
Unless otherwise expressly agreed by Issuing Lender and Borrower when a Letter of Credit is issued, (i) the rules of the 
ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit.
(p)
Issuing Lender shall be deemed to have acted with due diligence and reasonable care if Issuing Lender's conduct is in 
accordance with Standard Letter of Credit Practice or in accordance with this Agreement.
(q)
In the event of a direct conflict between the provisions of this Section 2.12 and any provision contained in any Issuer 
Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to 
be in concert with each other.  In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and 
provisions of this Section 2.12 shall control and govern.
(r)
The provisions of this Section 2.12 shall survive the termination of this Agreement and the repayment in full of the 
Obligations with respect to any Letters of Credit or L/C Undertakings that remain outstanding.
(s)
At Borrower's costs and expense, Borrower shall execute and deliver to Issuing Lender such additional certificates, 
instruments and/or documents and take such additional action as may be reasonably requested by Issuing Lender to enable Issuing 
Lender to issue any Letter of Credit pursuant to this Agreement and related Issuer Document, to protect, exercise and/or enforce 
Issuing Lenders' rights and interests under this Agreement or to give effect to the terms and provisions of this Agreement or any Issuer 
Document.  Borrower irrevocably appoints Issuing Lender as its attorney-in-fact and authorizes Issuing Lender, without notice to 
Borrower, to execute and deliver ancillary documents and letters customary in the letter of credit business that may include but are not 
limited to advisements, indemnities, checks, bills of exchange and issuance documents.  The power of attorney granted by the 
Borrower is limited solely to such actions related to the issuance, confirmation or amendment of any Letter of Credit and to ancillary 
documents or letters customary in the letter of credit business.  This appointment is coupled with an interest.

 
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2.13.
SOFR Option.
(a)
Interest and Interest Payment Dates.  In lieu of having interest charged at the rate based upon the Base Rate, 
Borrower shall have the option, subject to Section 2.13(b) below (the "SOFR Option") to have interest on all or a portion of the 
Advances be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to 
a SOFR Loan, or upon continuation of a SOFR Loan as a SOFR Loan) at a rate of interest based upon the SOFR.  Interest on SOFR 
Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto (provided, however, that, subject to the 
following clauses (ii) and (iii), in the case of any Interest Period greater than three (3) months in duration, interest shall be payable at 3 
month intervals after the commencement of the applicable Interest Period and on the last day of such Interest Period), (ii) the date on 
which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is 
terminated pursuant to the terms hereof.  On the last day of each applicable Interest Period, unless Borrower has properly exercised the 
SOFR Option with respect thereto, the interest rate applicable to such SOFR Loan automatically shall convert to the rate of interest 
then applicable to Base Rate Loans of the same type hereunder.  At any time that an Event of Default has occurred and is continuing, 
Borrower no longer shall have the option to request that Advances bear interest at a rate based upon Term SOFR and Borrower shall 
not have the right to renew or extend any then outstanding SOFR Loans at the end of the Interest Period applicable thereto unless, in 
each case, the Required Lenders shall have provided their written consent thereto.
(b)
SOFR Election.
(i)
Borrower may, at any time and from time to time, so long as no Event of Default has occurred and is 
continuing, elect to exercise the SOFR Option by notifying Agent prior to 2:00 p.m. at least 3 U.S. Government Securities Business 
Days prior to the commencement of the proposed Interest Period (the "SOFR Deadline").  Notice of Borrower's election of the SOFR 
Option for a permitted portion of the Advances and an Interest Period pursuant to this Section shall be made by delivery to Agent of a 
SOFR Notice received by Agent before the SOFR Deadline.  Promptly upon its receipt of each such SOFR Notice, Agent shall 
provide a copy thereof to each of the affected Lenders.
(ii)
Each SOFR Notice shall be irrevocable and binding on Borrower.  In connection with each SOFR Loan, 
Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense actually incurred by 
Agent or any Lender as a result of (A) the payment or required assignment of any principal of any SOFR Loan other than on the last 
day of an Interest Period applicable thereto (including as a result of an Event of Default), (B) the conversion of any SOFR Loan other 
than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any SOFR Loan 
on the date specified in any SOFR Notice delivered pursuant hereto (such losses, costs, or expenses, "Funding Losses").  A certificate 
of Agent or a Lender delivered to Borrower setting forth in reasonable detail any amount or amounts that Agent or such Lender is 
entitled to receive pursuant to this Section 2.13 shall be conclusive absent manifest error.  Borrower shall pay such amount to Agent or 
the Lender, as applicable, within 30 days of the date of its receipt of such certificate.

 
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(iii)
Borrower shall have not more than 5 SOFR Loans in effect at any given time.  Borrower only may exercise 
the SOFR Option for SOFR Loans of at least $500,000 and integral multiples of $500,000.
(c)
Conversion.  Borrower may convert SOFR Loans to Base Rate Loans or prepay SOFR Loans at any time; provided, 
however, that in the event that SOFR Loans are converted or prepaid on any date that is not the last day of the Interest Period 
applicable thereto, including as a result of any automatic prepayment through the required application by Agent of any payments or 
proceeds of Collateral in accordance with Section 2.4(b) or for any other reason, including early termination of the term of this 
Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, Borrower shall indemnify, defend, and 
hold Agent and the Lenders and their Participants harmless against any and all Funding Losses in accordance with Section 2.13 (b)(ii) 
above.
(d)
Special Provisions Applicable to SOFR.
(i)
Term SOFR may be adjusted by Agent with respect to any Lender on a prospective basis to take into account 
any additional or increased costs (other than Taxes which shall be governed by Section 16), in each case, due to changes in applicable 
law occurring subsequent to the commencement of the then applicable Interest Period, or pursuant to any Change in Law or change in 
the reserve requirements imposed by the Board of Governors, which additional or increased costs would increase the cost of funding 
or maintaining loans bearing interest at Term SOFR.  In any such event, the affected Lender shall give Borrower and Agent notice of 
such a determination and adjustment and Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the 
notice from the affected Lender, Borrower may, by notice to such affected Lender (A) require such Lender to furnish to Borrower a 
statement setting forth in reasonable detail the basis for adjusting such Term SOFR and the method for determining the amount of 
such adjustment, or (B) repay the SOFR Loans or Base Rate Loans determined with reference to Term SOFR, in each case, of such 
Lender with respect to which such adjustment is made (together with any amounts due under Section 2.13(b)(ii)).
(ii)
Subject to the provisions set forth in Section 2.13(d)(iii) below, in the event that any change in market 
conditions or any Change in Law shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or 
impractical for such Lender to fund or maintain SOFR Loans (or Base Rate Loans determined with reference to Term SOFR) or to 
continue such funding or maintaining, or to determine or charge interest rates at the Term SOFR Reference Rate, Term SOFR or 
SOFR, such Lender shall give notice of such changed circumstances to Agent and Borrower and Agent promptly shall transmit the 
notice to each other Lender and (y)(i) in the case of any SOFR Loans of such Lender that are outstanding, such SOFR Loans of such 
Lender will be deemed to have been converted to Base Rate Loans on the last day of the Interest Period of such SOFR Loans, if such 
Lender may lawfully continue to maintain such SOFR Loans, or immediately, if such Lender may not lawfully continue to maintain 
such SOFR Loans, and thereafter interest upon the SOFR Loans of such Lender thereafter shall accrue interest at the rate then 
applicable to Base Rate Loans (and if applicable, without reference to the Term SOFR component thereof) and (ii) in the case of any 
such Base Rate Loans of such Lender that are outstanding and that are determined with reference to Term SOFR, interest upon the 
Base Rate Loans of such Lender after the date specified in such Lender's notice shall accrue interest at the 

 
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rate then applicable to Base Rate Loans without reference to the Term SOFR component thereof and (z) Borrower shall not be entitled 
to elect the SOFR Option and Base Rate Loans shall not be determined with reference to the Term SOFR component thereof, in each 
case, until such Lender determines that it would no longer be unlawful or impractical to do so.
(iii) Benchmark Replacement Setting.
(A)
Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the 
occurrence of a Benchmark Transition Event, Agent and Borrower may amend this Agreement to replace the then-current Benchmark 
with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 
p.m. on the fifth (5th) Business Day after Agent has posted such proposed amendment to all affected Lenders and Borrower so long as 
Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders.  
No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.13(d)(iii) will occur prior to the applicable 
Benchmark Transition Start Date.
(B)
Benchmark Replacement Conforming Changes.  In connection with the use, administration, adoption or 
implementation of a Benchmark Replacement, Agent will have the right to make Conforming Changes from time to time and, 
notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming 
Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan 
Document.
(C)
Notices; Standards for Decisions and Determinations. Agent will promptly notify Borrower and the Lenders of (1) 
the implementation of any Benchmark Replacement and (2) the effectiveness of any Conforming Changes in connection with the use, 
administration, adoption or implementation of a Benchmark Replacement.  Agent will notify Borrower of (x) the removal or 
reinstatement of any tenor of a Benchmark pursuant to Section 2.13(d)(iii)(D) and (y) the commencement of any Benchmark 
Unavailability Period.  Any determination, decision or election that may be made by Agent or, if applicable, any Lender (or group of 
Lenders) pursuant to this Section 2.13(d)(iii), including any determination with respect to a tenor, rate or adjustment or of the 
occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any 
selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent 
from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this 
Section 2.13(d)(iii).
(D)
Unavailability of Tenor of Benchmark.  Notwithstanding anything to the contrary herein or in any other Loan 
Document, at any time (including in connection with the implementation of a Benchmark Replacement), (1) if the then-current 
Benchmark is a term rate (including the Term SOFR Reference Rate) and either (I) any tenor for such Benchmark is not displayed on 
a screen or other information service that publishes such rate from time to time as selected by Agent in its reasonable discretion or (II) 
the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information 
announcing that any tenor for such Benchmark is not or will not be representative, then Agent may modify the definition of "Interest 
Period" (or any similar or analogous definition) for any Benchmark settings 

 
-33-
at or after such time to remove such unavailable or non-representative tenor and (2) if a tenor that was removed pursuant to clause (1) 
above either (I) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) 
or (II) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a 
Benchmark Replacement), then Agent may modify the definition of "Interest Period" (or any similar or analogous definition) for all 
Benchmark settings at or after such time to reinstate such previously removed tenor.
(E)
Benchmark Unavailability Period. Upon Borrower's receipt of notice of the commencement of a Benchmark 
Unavailability Period, (1) Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans 
to be made, converted or continued during any Benchmark Unavailability Period and, failing that, Borrower will be deemed to have 
converted any such request into a request for a borrowing of or conversion to Base Rate Loans and (2) any outstanding affected SOFR 
Loans will be deemed to have been converted to Base Rate Loans at the end of the applicable Interest Period. During any Benchmark 
Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base 
Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination 
of the Base Rate.
(e)
No Requirement of Matched Funding.  Anything to the contrary contained herein notwithstanding, neither Agent, nor 
any Lender, nor any of their Participants, is required actually to match fund any Obligation as to which interest accrues at Term SOFR 
or the Term SOFR Reference Rate.
2.14.
Capital Requirements.
If, after the date hereof, Issuing Lender or any Lender determines that (i) any Change in Law regarding capital, liquidity or 
reserve requirements for banks or bank holding companies, or (ii) compliance by Issuing Lender or such Lender, or their respective 
parent bank holding companies, with any guideline, request or directive of any Governmental Authority regarding capital adequacy or 
liquidity requirements (whether or not having the force of law), has the effect of reducing the return on Issuing Lender's, such 
Lender's, or such holding companies' capital or liquidity as a consequence of Issuing Lender's or such Lender's commitments, Loans, 
participations or other obligations hereunder to a level below that which Issuing Lender, such Lender, or such holding companies 
could have achieved but for such Change in Law or compliance (taking into consideration Issuing Lender's, such Lender's, or such 
holding companies' then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of 
such entity's capital) by any amount deemed by Issuing Lender or such Lender to be material, then Issuing Lender or such Lender may 
notify Borrower and Agent thereof.  Following receipt of such notice, Borrower agrees to pay Issuing Lender or such Lender on 
demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 90 days after 
presentation by Issuing Lender or such Lender of a statement in the amount and setting forth in reasonable detail Issuing Lender's or 
such Lender's calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true 
and correct absent manifest error).  In determining such amount, Issuing Lender or such Lender may use any reasonable averaging and 
attribution methods.

 
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2.15.
Maximum Revolver Amount Increases.
At any time and from time to time during the period commencing on the Closing Date and ending on the Latest Maturity 
Date, Borrower may elect to increase the Maximum Revolver Amount (a "Maximum Revolver Amount Increase"); provided that (a) 
lenders acceptable to the Agent and Borrower shall have committed in writing to provide the Maximum Revolver Amount Increase 
being requested; (b) [Intentionally Omitted]; (c) no Default or Event of Default shall have occurred and be continuing; provided, 
however, solely in the event the initial proceeds of such Maximum Revolver Amount Increase are intended to and shall be used to 
finance a Limited Condition Acquisition occurring concurrently with such Maximum Revolver Increase, such condition shall be that 
(x) no Default or Event of Default shall exist at the time at which the agreement relating to such acquisition is executed and delivered 
by the parties thereto and (y) no Event of Default under Section 7.1, 7.4 or 7.5 (the "LCA Default Conditions"); and (d) Borrower shall 
elect Maximum Revolver Amount Increases in increments of no less than $5,000,000; provided that the aggregate of all Maximum 
Revolver Amount Increases shall not exceed $50,000,000.  Subject to the preceding sentence, any Maximum Revolver Amount 
Increase may be provided by any existing Lender or by any other bank or other financial institution (any such other bank or other 
financial institution being called an "Additional Lender"). Commitments in respect of Maximum Revolver Amount Increases shall 
become Commitments (or in the case of a Maximum Revolver Amount Increase to be provided by an existing Lender, an increase in 
such Lender's Revolver Commitment) under this Agreement pursuant to an amendment (an "Incremental Amendment") to this 
Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Lender agreeing to provide such 
Commitment, if any, each Additional Lender, if any, and the Agent. The Incremental Amendment may, without the consent of any 
other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the 
reasonable opinion of the Agent to effect the provisions of this Section.  The effectiveness of any Incremental Amendment shall be 
subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.2 (it being understood that all references to 
"extending credit" or similar language in such Section 3.2 shall be deemed to refer to the effective date of such Incremental 
Amendment); provided that, notwithstanding anything to the contrary, solely in the event the initial proceeds of such Maximum 
Revolver Amount Increase are intended to and shall be used to finance a Limited Condition Acquisition occurring concurrently with 
such Maximum Revolver Increase (i) the condition in Section 3.2(b) shall be replaced with the LCA Default Conditions and (ii) the 
conditions in Section 3.2(a) and Section 3.2(c) shall be limited to the Specified Representations and such representations and 
warranties in the purchase or acquisition agreement relating to such Acquisition which are material to the interests of the Lenders (but 
only to the extent that Borrower (or any of its Subsidiaries) has the right not to consummate the Limited Condition Acquisition or the 
right to terminate (or cause the termination of) its obligations under the relevant acquisition agreement as a result of a breach of such 
representations).  The Borrower will use the proceeds of the Maximum Revolver Amount Increases for any purpose not prohibited by 
this Agreement.  In connection with any Maximum Revolver Amount Increase, if any Loan Party or any of its Subsidiaries owns or 
will acquire any Margin Stock, Borrower shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for 
each Lender), duly executed and delivered by the Borrower, together with such other documentation as Agent shall reasonably 
request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal 
Reserve Board.  Upon each Maximum Revolver Amount Increase pursuant to this Section, each 

 
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Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender 
providing a portion of the Maximum Revolver Amount Increase (each a "Revolver Commitment Increase Lender") in respect of such 
increase, and each such Revolver Commitment Increase Lender will automatically and without further act be deemed to have assumed, 
a portion of such Lender's participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to 
each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations 
hereunder in Letters of Credit and (ii) participations hereunder in Swing Loans held by each Lender (including each such Revolver 
Commitment Increase Lender) will equal the percentage of the aggregate Commitments of all Lenders represented by such Lender's 
Commitment and if, on the date of such increase, there are any Advances outstanding, such Advances shall on or prior to the 
effectiveness of such Maximum Revolver Amount Increase be prepaid from the proceeds of additional Advances made hereunder 
(reflecting such increase in Commitments), which prepayment shall be accompanied by accrued interest on the Advances being 
prepaid and any costs incurred by any Lender in accordance with Section 2.13.  This Section 2.15 shall supersede any provisions in 
Section 15.12(b) or 14.1 to the contrary.
Agent will use reasonable efforts to work with the Borrower in attempting to syndicate any proposed Maximum Revolver 
Amount Increase; provided, however, that the Agent shall not be under any obligation to provide any portion of any Maximum 
Revolver Amount Increase; nor shall the Agent have any commitment to identify any lenders which are willing to provide all or any 
portion of any Incremental Facility.  If a Maximum Revolver Amount Increase occurs, the Agent and Lenders will, in good faith, 
consider the Borrower's request to increase the Inventory Sublimit.
2.16.
Extensions of Revolver Commitments.
(a)
Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an "Extension 
Offer") made from time to time by Borrower to all Lenders with Revolver Commitments with a like maturity date, in each case on a 
pro rata basis (based on the aggregate outstanding principal amount of such Revolver Commitments with a like maturity date) and on 
the same terms to each such Lender, Borrower is hereby permitted to consummate from time to time transactions with individual 
Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender's Revolver 
Commitments and otherwise modify the terms of Revolver Commitments pursuant to the terms of the relevant Extension Offer 
(including by increasing the interest rate margin, interest rate floor, all-in yield pricing or fees payable in respect of Revolver 
Commitments (and related outstandings)) (each, an "Extension," and each portion of Revolver Commitments in each case as so 
extended, as well as the original Revolver Commitments (in each case not so extended), being a "tranche"; any Extended Revolver 
Commitments shall constitute a separate tranche of Revolver Commitments from the tranche of Revolver Commitments from which 
they were converted), in each case, so long as each of the following terms is satisfied:  (i) no Event of Default shall have occurred and 
be continuing at the time the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest 
rate margin, interest rate floor, all-in yield pricing, fees, AHYDO Payments, optional redemption or prepayment terms, final maturity, 
and after the final maturity date of the other existing Revolver Commitments, any other covenants and provisions (which shall be 
determined by Borrower and the Extending Revolver Lenders and set forth in the relevant Extension Offer), the Revolver 
Commitment of any Lender (an "Extending Revolver Lender") extended pursuant to 

 
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an Extension (an "Extended Revolver Commitment"), and the related outstandings, shall be a Revolver Commitment (or related 
outstandings, as the case may be) with such other terms substantially identical to, or not more favorable to the Extending Revolver 
Lenders than those applicable to the Revolver Commitments not subject to such Extension Offer (and related outstandings); provided, 
that (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on Extended Revolver 
Commitments (and related outstandings), (B) repayments required upon the maturity date of the non-extending Revolver 
Commitments, and (C) repayment made in connection with a permanent repayment and termination of commitments) of Advances 
with respect to Extended Revolver Commitments after the applicable Extension date shall be made on a pro rata basis with all other 
Revolver Commitments, (2) all Swing Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with 
Revolver Commitments in accordance with their percentage of the Revolver Commitments subject to the express terms herein, (3) the 
permanent repayment of Advances with respect to, and termination of, Extended Revolver Commitments after the applicable 
Extension date shall be made on a pro rata basis with all other Revolver Commitments, except that Borrower shall be permitted to 
permanently repay and terminate commitments of any tranche on a better than a pro rata basis as compared to any other tranche with a 
later maturity date than such tranche, (4) assignments and participations of Extended Revolver Commitments and extended Advances 
shall be governed by the same assignment and participation provisions applicable to Revolver Commitments and Advances, and (5) at 
no time shall there be Revolver Commitments hereunder (including Extended Revolver Commitments and any original Revolver 
Commitments) which have more than three different maturity dates, (iii) to the extent that the interest rate margin, interest rate floor, 
all-in yield pricing or fees are increased for the benefit of any Extending Revolver Lender that is payable prior to the payment in full 
of the Obligations of Lenders that are not Extending Revolver Lenders under such Extension Offer, such non-extending Lenders have 
the right to receive the aggregate value of such increase from and after the date that such interest rate margin, interest rate floor, all-in 
yield pricing or fees (as applicable) accrues in favor of or is payable to any such Extending Revolver Lenders, (iv) if the aggregate 
principal amount of Revolver Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed 
the maximum aggregate principal amount of Revolver Commitments offered to be extended by Borrower pursuant to such Extension 
Offer, then the Revolver Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective 
principal amounts (but not to exceed actual holdings or commitments of record) with respect to which such Lenders have accepted 
such Extension Offer, (v) Borrower shall have delivered to Agent such legal opinions, certificates, resolutions and other documents as 
Agent shall reasonably request with respect to the transactions contemplated by this Section 2.16, (vi) all documentation in respect of 
such Extension shall be consistent with the foregoing, (vii) the Revolver Commitments extended pursuant to any Extension Offer shall 
be in a minimum amount of $10,000,000 and increments of $1,000,000 in excess thereof, and (viii) any Extension made pursuant to 
any Extension Offer must be consummated within 45 days of such Extension Offer.
(b)
With respect to all Extensions consummated by Borrower pursuant to this Section 2.16, such Extension shall not 
constitute voluntary or mandatory payments or prepayments for purposes of this Agreement.  Agent and the Lenders hereby consent to 
the Extensions and the other transactions contemplated by this Section 2.16 (including, for the avoidance of doubt, payment of any 
interest, fees or premium in respect of any on such terms as may be set forth in the relevant Extension Offer) and hereby waive the 
requirements of any provision of this Agreement or any 

 
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other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.16.
(c)
No consent of any Lender or Agent shall be required to effectuate any Extension, other than (i) the consent of each 
Lender agreeing to such Extension with respect to its Revolver Commitments (or a portion thereof), and (ii) with respect to any 
Extension of the Revolver Commitments, the consent of the Issuing Lender or Swing Lender to the extent the Letter of Credit facility 
and/or Swing Loan facility is to be extended, which consent shall not be unreasonably withheld, delayed or conditioned.  All Extended 
Revolver Commitments and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan 
Documents that are secured by the Collateral on a pari passu basis with all other applicable Obligations under this Agreement and the 
other Loan Documents.  The Lenders hereby irrevocably authorize Agent to enter into amendments to this Agreement and the other 
Loan Documents with the Loan Parties as may be necessary or appropriate in order to establish new tranches or sub-tranches in 
respect of Revolver Commitments so extended, that reflect the terms and conditions of any such Extension and such technical 
amendments as may be necessary or appropriate in the reasonable opinion of Agent and Borrower in connection with the 
establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.16.  All such amendments 
entered into with the Loan Parties by Agent hereunder shall be binding and conclusive on the Lenders.  In addition, if so provided in 
such amendment and with the consent of Issuing Lender, participations in Letters of Credit expiring on or after the Maturity Date in 
respect of the Advances shall be re-allocated from Lenders holding Revolver Commitments to Lenders holding Extended Revolver 
Commitments in accordance with the terms of such amendment; provided, that such participation interests shall, upon receipt thereof 
by the relevant Lenders holding Extended Revolver Commitments, be deemed to be participation interests in respect of such Extended 
Revolver Commitments and the terms of such participation interests (including the fees applicable thereto) shall be adjusted 
accordingly. On and after the maturity date with respect to the Revolver Commitment and Advances of any Lender that has not 
extended its Revolver Commitments and Advances beyond such maturity date pursuant to this Section 2.16, the Letter of Credit 
Exposure of such Revolving Lender shall be reallocated to Revolving Lenders that have extended their Advances and Revolver 
Commitments beyond such maturity date pro rata in accordance with the Revolver Commitments and Advances of all Revolving 
Lenders that have so extended their Revolver Commitments and Advances.  Notwithstanding the provisions of this Section 2.16, 
Agent shall have the right to resign on the Maturity Date in accordance with Section 15.9.
(d)
In connection with any Extension, Borrower shall provide Agent at least ten days (or such shorter period as may be 
agreed by Agent) prior written notice thereof, and shall agree to such procedures (including rendering timing, rounding and other 
adjustments and to ensure reasonable administrative management of the credit facilities hereunder after such Extension), if any, as 
may be established by, or acceptable to, Agent, in each case acting reasonably to accomplish the purposes of this Section 2.16.

 
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3.
CONDITIONS; TERM OF AGREEMENT.
3.1.
Conditions Precedent to the Initial Extension of Credit.
The obligation of each Lender to make its initial extension of credit provided for hereunder, is subject to the fulfillment, to 
the satisfaction of Agent and each Lender of each of the conditions precedent set forth on Schedule 3.1 (the making of such initial 
extension of credit by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent ).
3.2.
Conditions Precedent to all Extensions of Credit.
The obligation of the Lender Group (or any member thereof) to make any Advances hereunder (or to extend any other credit 
hereunder) at any time shall be subject to the following conditions precedent:
(a)
the representations and warranties of Borrower or its Subsidiaries contained in this Agreement or in the other 
Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable 
to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the 
date of such extension of credit, as though made on and as of such date (except to the extent that such representations and 
warranties relate solely to an earlier date);
(b)
no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, 
nor shall either result from the making thereof; and
(c)
no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or 
indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against Borrower, 
Agent, or any Lender.
3.3.
Term.
This Agreement shall continue in full force and effect for a term ending on Latest Maturity Date.  The foregoing 
notwithstanding, the Lender Group, upon the election of the Required Lenders, shall have the right to terminate its obligations under 
this Agreement immediately and without notice upon the occurrence and during the continuation of an Event of Default.
3.4.
Effect of Termination.
On the date of termination of this Agreement, all Obligations (including contingent reimbursement obligations of 
Borrower with respect to outstanding Letters of Credit and including all Bank Product Obligations) immediately shall become due and 
payable without notice or demand (including the requirement that Borrower provide (a) Letter of Credit Collateralization, and (b) 
Bank Product Collateralization).  No termination of this Agreement, however, shall relieve or discharge Borrower or its Subsidiaries 
of their duties, Obligations, or covenants hereunder or under any other Loan Document, and the Agent's Liens in the Collateral shall 
remain in effect until all Obligations have been paid in full and the Lender Group's obligations to provide additional credit hereunder 
have been terminated.  When this Agreement has been terminated and all of the 

 
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Obligations have been paid in full and the Lender Group's obligations to provide additional credit under the Loan Documents have 
been terminated irrevocably, Agent will, at Borrower's sole expense, execute and deliver any termination statements, Lien releases, re-
assignments of trademarks, discharges of security interests, and other similar discharge or release documents (and, if applicable, in 
recordable form) as are reasonably necessary to release, as of record, the Agent's Liens and all notices of security interests and Liens 
previously filed by Agent with respect to the Obligations.
3.5.
Early Termination by Borrower.
Borrower has the option, at any time upon three (3) Business Days prior written notice to Agent, to terminate this 
Agreement and terminate the Commitments hereunder by paying to Agent, in cash, the Obligations (including (a) providing Letter of 
Credit Collateralization with respect to the then existing Letter of Credit Usage, and (b) providing Bank Product Collateralization with 
respect to the then existing Bank Products), in full.  If Borrower has sent a notice of termination pursuant to the provisions of this 
Section, then the Commitments shall terminate and Borrower shall be obligated to repay the Obligations (including (a) providing 
Letter of Credit Collateralization with respect to the then existing Letter of Credit Usage, and (b) providing Bank Product 
Collateralization with respect to the then existing Bank Products), in full, on the date set forth as the date of termination of this 
Agreement in such notice; provided, that (i) a notice of termination may state that such termination is conditioned upon the 
effectiveness of other credit facilities or the consummation of other transactions, in which case, such notice may be revoked by 
Borrower (by notice to Agent on or prior to the specified effective date) if such condition is not satisfied or such transaction is not 
consummated, and (ii) Borrower may extend the date of termination at any time with the consent of Agent (which consent shall not be 
unreasonably withheld or delayed).
4.
REPRESENTATIONS AND WARRANTIES.
In order to induce the Lender Group to enter into this Agreement, Borrower makes the following representations and 
warranties to the Lender Group, which shall be true, correct, and complete, in all material respects, as of the date hereof, and shall be 
true, correct, and complete, in all material respects, as of the Closing Date and at and as of the date of the making of each Advance (or 
other extension of credit) requested by Borrower (and not deemed made by Agent or any Lender) made thereafter, as though made on 
and as of the date of such Advance (or other extension of credit) (except to the extent that such representations and warranties relate 
solely to an earlier date) and such representations and warranties shall survive the execution and delivery of this Agreement:
4.1.
No Encumbrances.
Borrower and its Subsidiaries have good and marketable title to, or a valid leasehold interest in, their personal 
property assets and good and marketable title to, or a valid leasehold interest in, their Real Property, in each case, free and clear of 
Liens except for Permitted Liens.

 
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4.2.
Eligible Accounts.
As to each Account (or portion thereof) that is identified by Borrower as an Eligible Account in a borrowing base 
report (whether weekly or monthly) submitted to Agent, as of the date of such report, such Account is (a) a bona fide existing payment 
obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account 
Debtor in the ordinary course of Borrower's business, (b) owed to Borrower without any known defenses, disputes, offsets, 
counterclaims, or rights of return or cancellation (other than adjustments and discounts given in the ordinary course of Borrower's 
business and other defenses, disputes, offsets and counterclaims, in each case, to the extent the amount of the same is excluded from 
the value of Accounts represented as Eligible Accounts), and (c) not excluded as ineligible by virtue of one or more of the excluding 
criteria set forth in the definition of Eligible Accounts (except to the extent that the applicable eligibility criteria for such Account (or 
portion thereof) is subject to Agent's discretion or satisfaction).
4.3.
Eligible Inventory.
As to each item of Inventory that is identified by Borrower as Eligible Inventory in a borrowing base report (other 
than any weekly inventory report submitted pursuant to clause (b) of Schedule 5.2) submitted to Agent, as of the date of such report, 
such Inventory is (a) of good and merchantable quality, free from known defects, and (b) not excluded as ineligible by virtue of one or 
more of the excluding criteria set forth in the definition of Eligible Inventory (except to the extent that the applicable eligibility criteria 
for such Inventory (or portion thereof) is subject to Agent's discretion or satisfaction).
4.4.
Equipment.
Each material item of Equipment of Borrower and its Subsidiaries is used or held for use in their business and is in 
good working order, ordinary wear and tear and damage by casualty excepted.  
4.5.
[Reserved].
4.6.
Inventory Records.
Borrower keeps correct and accurate records in all material respects itemizing and describing the type, quality, and 
quantity of its and its Subsidiaries' Inventory and the book value thereof, subject to normal adjustments and corrections in the ordinary 
course of business.
4.7.
Jurisdiction of Organization; Location of Chief Executive Office; Organizational Identification Number; 
Commercial Tort Claims.
(a)
The name of (within the meaning of Section 9-503 of the Code) and jurisdiction of organization of Borrower 
and each of its Subsidiaries is set forth on Schedule 4.7(a) (as such Schedule may be updated from time to time to reflect changes 
permitted to be made under Section 6.5).

 
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(b)
The chief executive office of Borrower and each of its Subsidiaries is located at the address indicated on 
Schedule 4.7(b) (as such Schedule may be updated from time to time to reflect changes permitted to be made under Section 5.9).
(c)
Borrower's and each of its Subsidiaries' tax identification numbers and organizational identification numbers, 
if any, are identified on Schedule 4.7(c) (as such Schedule may be updated from time to time to reflect changes permitted to be made 
under Section 6.5).
(d)
As of the Second Amendment Closing Date, Borrower and its Subsidiaries do not hold any commercial tort 
claims, except as set forth on Schedule 4.7(d).
4.8.
Due Organization and Qualification; Subsidiaries.
(a)
Borrower is duly organized and existing and in good standing under the laws of the jurisdiction of its 
organization and qualified to do business in any state where the failure to be so qualified reasonably could be expected to result in a 
Material Adverse Change.
(b)
As of the Second Amendment Closing Date, Borrower is not subject to any obligation (contingent or 
otherwise) to repurchase or otherwise acquire or retire any shares of its capital Stock or any security convertible into or exchangeable 
for any of its capital Stock.
(c)
As of the Second Amendment Closing Date, set forth on Schedule 4.8(c) is a complete and accurate list of 
Borrower's direct and indirect Subsidiaries, showing: (i) the jurisdiction of their organization, (ii) the number of shares of each class of 
common and preferred Stock authorized for each of such Subsidiaries, and (iii) the number and the percentage of the outstanding 
shares of each such class owned directly or indirectly by Borrower.  All of the outstanding capital Stock of each such Subsidiary has 
been validly issued and is fully paid and non-assessable, if applicable.
(d)
As of the Second Amendment Closing Date, except as set forth on Schedule 4.8(c), there are no 
subscriptions, options, warrants, or calls relating to any shares of Borrower's Subsidiaries' capital Stock, including any right of 
conversion or exchange under any outstanding security or other instrument.  As of the Second Amendment Closing Date, neither 
Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire 
any shares of Borrower's Subsidiaries' capital Stock or any security convertible into or exchangeable for any such capital Stock.
4.9.
Due Authorization; No Conflict.
(a)
The execution, delivery, and performance by Borrower of this Agreement and the Loan Documents to which 
it is a party have been duly authorized by all necessary action on the part of Borrower.
(b)
The execution, delivery, and performance by Borrower of this Agreement and the other Loan Documents to 
which it is a party do not and will not (i) violate any provision of federal, state, or local law or regulation applicable to Borrower, the 
Governing Documents of Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on 
Borrower, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time 

 
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or both) a default under, the Term Loan Agreement, (iii) result in or require the creation or imposition of any Lien of any nature 
whatsoever upon any properties or assets of Borrower, other than Permitted Liens, or (iv) require any approval of Borrower's 
shareholders or any approval or consent of any Person under the Term Loan Agreement, other than consents or approvals that have 
been obtained and that are still in force and effect.
(c)
Other than the filing of financing statements and other filings or actions necessary to perfect Liens granted to 
Agent in the Collateral, the execution, delivery, and performance by Borrower of this Agreement and the other Loan Documents to 
which Borrower is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with 
or by, any Governmental Authority, other than consents or approvals that have been obtained and that are still in force and effect.
(d)
This Agreement and the other Loan Documents to which Borrower is a party, and all other documents 
contemplated hereby and thereby, when executed and delivered by Borrower will be the legally valid and binding obligations of 
Borrower, enforceable against Borrower in accordance with their respective terms, except as enforcement may be limited by equitable 
principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
(e)
The Agent's Liens are validly created, perfected (other than any Deposit Accounts and Securities Accounts 
not subject to a Control Agreement as permitted by Section 6.12, and subject only to the filing of financing statements), and first 
priority Liens, subject only to Permitted Liens.
(f)
The execution, delivery, and performance by each Guarantor of the Loan Documents to which it is a party 
have been duly authorized by all necessary action on the part of such Guarantor.
(g)
The execution, delivery, and performance by each Guarantor of the Loan Documents to which it is a party do 
not and will not (i) violate any provision of federal, state, or local law or regulation applicable to such Guarantor, the Governing 
Documents of such Guarantor, or any order, judgment, or decree of any court or other Governmental Authority binding on such 
Guarantor, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under the Term 
Loan Agreement, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any properties or assets 
of such Guarantor, other than Permitted Liens, or (iv) require any approval of such Guarantor's interestholders or any approval or 
consent of any Person under the Term Loan Agreement, other than consents or approvals that have been obtained and that are still in 
force and effect.
(h)
Other than the filing of financing statements and other filings or actions necessary to perfect Liens granted to 
Agent in the Collateral, the execution, delivery, and performance by each Guarantor of the Loan Documents to which such Guarantor 
is a party do not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any 
Governmental Authority, other than consents or approvals that have been obtained and that are still in force and effect.

 
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(i)
The Loan Documents to which each Guarantor is a party, and all other documents contemplated hereby and 
thereby, when executed and delivered by such Guarantor will be the legally valid and binding obligations of such Guarantor, 
enforceable against such Guarantor in accordance with their respective terms, except as enforcement may be limited by equitable 
principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors' rights generally.
4.10. Litigation.
Other than those matters disclosed on Schedule 4.10, there are no actions, suits, or proceedings pending or, to the 
best knowledge of Borrower, threatened against Borrower or any of its Subsidiaries that reasonably could be expected to result in a 
Material Adverse Change.
4.11. Financial Statements and Condition.
All financial statements relating to Borrower and its Subsidiaries that have been delivered by Borrower to the Lender 
Group have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes 
and being subject to year-end audit adjustments) and present fairly in all material respects, Borrower's and its Subsidiaries' financial 
condition as of the date thereof and results of operations for the period then ended.  There has not been a Material Adverse Change 
with respect to Borrower and its Subsidiaries since June 28, 2018.
4.12. Fraudulent Transfer.
(a)
Each of Borrower and each of its Subsidiaries is Solvent.
(b)
No transfer of property is being made by Borrower or its Subsidiaries and no obligation is being incurred by 
Borrower or its Subsidiaries in connection with the transactions contemplated by this Agreement or the other Loan Documents with 
the intent to hinder, delay, or defraud either present or future creditors of Borrower or its Subsidiaries.
4.13. Employee Benefits.
None of Borrower, any of its Subsidiaries, or any of their ERISA Affiliates maintains or contributes to any Benefit 
Plan, except as set forth on Schedule 4.13.
4.14. Environmental Condition.
Except as set forth on Schedule 4.14 or exceptions to any of the following that would not reasonably be expected to 
result in a Material Adverse Change, (a) to Borrower's knowledge, none of Borrower's or its Subsidiaries' properties or assets has ever 
been used by Borrower, its Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, 
release, or transport, any Hazardous Materials, where such use, production, storage, handling, treatment, release or transport was in 
violation, in any material respect, of any applicable Environmental Law; (b) to Borrower's knowledge, none of Borrower's or its 
Subsidiaries' properties or assets has ever been designated or identified in any manner pursuant to any Environmental Law as a 
location where Hazardous Materials have been disposed of or 

 
-44-
released; (c) neither Borrower nor any of its Subsidiaries has received notice that a Lien arising under any Environmental Law has 
attached to any revenues or to any Real Property owned or operated by Borrower or its Subsidiaries; and (d) neither Borrower nor its 
Subsidiaries has received a summons, citation, notice, or directive from the United States Environmental Protection Agency or any 
other federal or state governmental agency concerning any action or omission by Borrower or its Subsidiaries resulting in the releasing 
or disposing of Hazardous Materials into the environment.
4.15. Intellectual Property.
Borrower and its Subsidiaries own, or hold licenses in, all trademarks, trade names, copyrights, patents, patent 
rights, and licenses that are necessary to the conduct of its business as currently conducted, and attached hereto as Schedule 4.15 (as 
updated from time to time) is a true, correct, and complete listing of all material patents, patent applications, trademarks, trademark 
applications, copyrights, and copyright registrations as to which Borrower or one of its Subsidiaries is the owner or is an exclusive 
licensee; provided, however, that Borrower may amend Schedule 4.15 to add additional property so long as such amendment occurs 
by written notice to Agent promptly after Borrower or any Subsidiary of Borrower acquires any such property after the Second 
Amendment Closing Date.
4.16. Leases.
Except to the extent not reasonably likely to result in a Material Adverse Change, (a) Borrower and its Subsidiaries 
enjoy peaceful and undisturbed possession under all leases material to their business and to which they are parties or under which they 
are operating, (b) all of such material leases are valid and subsisting and (c) no material default by Borrower or its Subsidiaries exists 
under any of them.
4.17. Deposit Accounts and Securities Accounts.
As of the Second Amendment Closing Date, set forth on Schedule 4.17 is a listing of all of Borrower's and its 
Domestic Subsidiaries' Deposit Accounts and Securities Accounts, including, with respect to each bank or securities intermediary (a) 
the name and address of such Person, and (b) the account numbers of the Deposit Accounts or Securities Accounts maintained with 
such Person.  
4.18. Complete Disclosure.
All factual information (other than any financial projections, other forward-looking information, budgets, forecasts 
and estimates and information of a general economic or industry specific nature) (taken as a whole) furnished by or on behalf of 
Borrower or its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the 
other Loan Documents) for purposes of or in connection with this Agreement, the other Loan Documents, or any transaction 
contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of 
Borrower or its Subsidiaries in writing to Agent or any Lender will be, true and accurate, in all material respects, on the date as of 
which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information 
(taken as a whole) not misleading in any material respect at 

 
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such time in light of the circumstances under which such information was provided, except as permitted by Sections 4.3 and 5.14.  
Any Projections delivered to Agent represent Borrower's good faith estimate of its and its Subsidiaries future performance for the 
periods covered thereby based upon assumptions believed by Borrower to be reasonable at the time of the delivery thereof to Agent (it 
being recognized and understood that any such Projections are not to be viewed as facts or a guarantee of performance and are subject 
to uncertainties and contingencies, many of which are beyond the control of Borrower and its Subsidiaries and no assurances can be 
given that any such Projections will be realized, that actual results may differ from projected results and that such differences may be 
material).  As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all 
respects.
4.19. Indebtedness.
Set forth on Schedule 4.19 is a true and complete list of all Indebtedness of Borrower and its Subsidiaries 
outstanding immediately prior to the Closing Date that is to remain outstanding after the Closing Date, and such Schedule accurately 
sets forth the aggregate principal amount of such Indebtedness as of the Closing Date.
4.20. Growers' Liens.
Borrower and its Subsidiaries are in compliance with all notifications and instructions received from creditors of 
Protected Vendors delivered pursuant to Growers' Lien Laws.  Borrower has registered with the Secretary of State (or other designated 
individual or office) in each FSA State in which a Protected Vendor from whom Borrower purchases agricultural products is located 
and is entitled to receive centrally compiled lists of secured creditors published by each such State.
4.21. OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws.
No Loan Party or any of its Subsidiaries is in violation of any Sanctions.  No Loan Party nor any of its Subsidiaries 
nor, to the knowledge of such Loan Party, any director, officer, employee, agent or Affiliate of such Loan Party or such Subsidiary (a) 
is a Sanctioned Person or a Sanctioned Entity, (b) has any assets located in Sanctioned Entities, or (c) derives revenues from 
investments in, or transactions with Sanctioned Persons or Sanctioned Entities.  Each of the Loan Parties and its Subsidiaries has 
implemented and maintains in effect policies and procedures designed to ensure compliance with all Sanctions, Anti-Corruption Laws 
and Anti-Money Laundering Laws.  Each of the Loan Parties and its Subsidiaries, and to the knowledge of each such Loan Party, each 
director, officer, employee, agent and Affiliate of each such Loan Party and each such Subsidiary, is in compliance with all Sanctions, 
Anti-Corruption Laws and Anti-Money Laundering Laws.  No proceeds of any Loan made or Letter of Credit issued hereunder will be 
used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned 
Entity, or otherwise used in any manner that would result in a violation of any Sanction, Anti-Corruption Law or Anti-Money 
Laundering Law by any Person (including any Lender, Bank Product Provider, or other individual or entity participating in any 
transaction).

 
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4.22. Margin Stock.
Neither any Loan Party nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the 
business of extending credit for the purpose of purchasing or carrying any Margin Stock or, as of the Closing Date, owns any Margin 
Stock.  No part of the proceeds of the Advances made to Borrower will be used to purchase or carry any Margin Stock or to extend 
credit to others for the purpose of purchasing or carrying any Margin Stock or for any purpose that violates the provisions of 
Regulation T, U or X of the Board of Governors.  Neither any Loan Party nor any of its Subsidiaries expects to acquire any Margin 
Stock.
4.23. Hedge Agreements.
On each date that any Hedge Agreement is executed by any Hedge Provider, Borrower and each other Loan Party 
satisfy all eligibility, suitability and other requirements under the Commodity Exchange Act (7 U.S.C. § 1, et seq., as in effect from 
time to time) and the Commodity Futures Trading Commission regulations.
4.24. Patriot Act.
To the extent applicable, each Loan Party is in compliance, in all material respects, with the (a) Trading with the 
Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, 
Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) Uniting and 
Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001, as 
amended) (the "Patriot Act").
5.
AFFIRMATIVE COVENANTS.
Borrower covenants and agrees that, until termination of all of the Commitments and payment in full of the 
Obligations, Borrower shall and shall cause each of its Subsidiaries to do all of the following:
5.1.
Books and Records.
Keep proper books and records in a manner to allow financial statements to be prepared in conformity with GAAP 
as required hereunder in respect of all material financial transactions and matters involving the material assets and business of 
Borrower and its Subsidiaries, taken as a whole, and maintain records pertaining to the Collateral in a manner to allow the Borrowing 
Base Certificate to be prepared in accordance with this Agreement.
5.2.
Collateral Reporting.
Provide Agent with each of the reports set forth on Schedule 5.2 at the times specified therein.  In addition, 
Borrower agrees to reasonably cooperate with Agent to facilitate and implement a system of electronic collateral reporting in order to 
provide electronic reporting of each of the items set forth above.

 
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5.3.
Financial Statements, Reports, Certificates.
Deliver to Agent each of the financial statements, reports, or other items set forth on Schedule 5.3 at the times 
specified therein.  In addition, Borrower agrees that no Subsidiary of Borrower will have a fiscal year different from that of Borrower 
except to the extent such Subsidiary is acquired in accordance with the terms of this Agreement and has a different fiscal year from 
that of the Borrower at the time of such Acquisition.
5.4.
Guarantor Reports.
Cause each Guarantor to deliver its annual financial statements at the time when Borrower provides its audited 
financial statements to Agent, but only to the extent such Guarantor's financial statements are not consolidated with Borrower's 
financial statements.
5.5.
Inspection.
(a)
Permit, upon reasonable prior notice except if an Event of Default has occurred and is continuing (which shall 
be at least ten (10) Business Days (or such shorter period agreed to by Borrower)), during regular business hours subject to reasonable 
scheduling accommodations for appropriate members of management and/or operations, Agent, any Lender, and each of their 
respective duly authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to 
examine and make copies of its books and records, and to discuss its affairs, finances, and accounts with, and to be advised as to the 
same by, its officers and employees (provided, that representatives of Borrower shall be allowed to be present), at Borrower's expense 
in accordance with the provisions of the Fee Letter, subject to the limitations set forth below in Section 5.5(c).
(b)
Permit, upon reasonable prior notice except if an Event of Default has occurred and is continuing (which shall 
be at least ten (10) Business Days (or such shorter period agreed to by Borrower)), during regular business hours subject to reasonable 
scheduling accommodations for appropriate members of management and/or operations,  Agent and each of its duly authorized 
representatives or agents to conduct field examinations, appraisals or valuations, at Borrower's expense in accordance with the 
provisions of the Fee Letter, subject to the limitations set forth below in Section 5.5(c).
(c)
So long as no Event of Default shall have occurred and be continuing during a calendar year, Borrower shall 
not be obligated to reimburse Agent for more than 1 field examinations in such calendar year (increasing to 2 field examinations if 
Excess Availability is equal to or less than 20% of the Maximum Revolver Amount at any time during the immediately preceding 12 
month period),  and 1 inventory appraisal in such calendar year, in each case, except for field examinations and appraisals conducted 
in connection with a proposed Permitted Acquisition (whether or not consummated).
5.6.
Maintenance of Properties.
Maintain and preserve all of its properties which are necessary or useful in the proper conduct of its business in good 
working order and condition, ordinary wear, tear, and 

 
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casualty, condemnation and Permitted Dispositions excepted (and except where the failure to do so could not reasonably be expected 
to result in a Material Adverse Change).
5.7.
Taxes.
Cause all state and federal income tax and all other material assessments and taxes, whether real, personal, or 
otherwise, due or payable by, or imposed, levied, or assessed against Borrower, its Subsidiaries, or any of their respective assets to be 
paid in full, before delinquency or before the expiration of any extension period, except to the extent that the validity of such 
assessment or tax shall be the subject of a Permitted Protest.  
5.8.
Insurance.
(a)
At Borrower's expense, maintain insurance respecting its and its Domestic Subsidiaries' assets wherever 
located, covering loss or damage by fire, theft, explosion, and all other hazards and risks as ordinarily are insured against by other 
Persons engaged in the same or similar businesses.  Borrower also shall maintain business interruption, public liability, and product 
liability insurance, as well as insurance against larceny, embezzlement, and criminal misappropriation.  All such policies of insurance 
shall be in such amounts and with such insurance companies as are reasonably satisfactory to Agent.  Borrower shall deliver 
certificates of insurance with respect to such policies (and, upon request of Agent, copies of such policies) to Agent with an 
endorsement naming Agent, as applicable, as (i) an additional insured with respect to liability policies, and (ii) as a loss payee, as the 
interests of the Agent and the Lenders may appear, with respect to each other policy covering the Collateral.  Each policy of insurance 
or endorsement shall contain a clause requiring the insurer to give not less than 30 days prior written notice to Agent in the event of 
cancellation of the policy for any reason whatsoever.
(b)
Borrower shall give Agent prompt notice of any loss of any Collateral exceeding $5,000,000 covered by such 
insurance.  So long as no Event of Default has occurred and is continuing, Borrower shall have the exclusive right to adjust any losses 
payable under any such insurance policies which are less than $5,000,000.  Following the occurrence and during the continuation of an 
Event of Default, or in the case of any losses of any Collateral payable under such insurance exceeding $5,000,000, Agent shall have 
the exclusive right to adjust any losses payable under any such insurance policies, without any liability to Borrower whatsoever in 
respect of such adjustments.
5.9.
Location of Inventory.
Keep Borrower's and each other Loan Party's Inventory only at the locations identified on Schedule E-1 and their 
chief executive offices only at the locations identified on Schedule 4.7(b); provided, however, that Borrower may amend Schedule E-1 
or Schedule 4.7(b) so long as such amendment occurs by written notice to Agent not less than 10 Business Days prior to the date on 
which such Inventory is moved to such new location or such chief executive office is relocated, so long as such new location is in the 
continental United States.

 
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5.10. Compliance with Laws.
Comply with the requirements of all applicable laws, rules, regulations, and orders of any Governmental Authority, 
other than laws, rules, regulations, and orders the non-compliance with which, individually or in the aggregate, could not reasonably 
be expected to result in a Material Adverse Change.
5.11. [Reserved].
5.12. Existence.
Except as otherwise permitted under Section 6.3 or Section 6.4, at all times (a) preserve and keep in full force and 
effect Borrower's and its Subsidiaries valid existence and good standing in its jurisdiction of organization and (b) preserve and keep in 
full force and effect Borrower's and its Subsidiaries good standing in each other jurisdiction where the failure to be so qualified would 
reasonably be expected to result in a Material Adverse Change and, except as could not reasonably be expected to result in a Material 
Adverse Change, any rights, franchises, permits, licenses, accreditations, authorizations, or other approvals material to their 
businesses.
5.13. Environmental.
(a) Keep any property either owned or operated by Borrower or its Subsidiaries free of any Environmental Liens or 
post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) 
comply with all Environmental Laws other than Environmental Laws the non-compliance with which could not reasonably be 
expected to result in a Material Adverse Change, (c) promptly notify Agent of any release of a Hazardous Material in any reportable 
quantity from or onto property owned or operated by Borrower or its Subsidiaries and take any Remedial Actions required to abate 
said release or otherwise to come into compliance with applicable Environmental Law, other than releases which could not reasonably 
be expected to result in a Material Adverse Change, and (d) promptly, but in any event within ten (10) Business Days of its receipt 
thereof, provide Agent with written notice of any of the following (to the extent, in the cases of clauses (ii) and (iii) below, any of the 
following could reasonably be expected to result in a Material Adverse Change): (i) notice that an Environmental Lien has been filed 
against any of the real or personal property of Borrower or its Subsidiaries, (ii) commencement of any Environmental Action or 
written notice that an Environmental Action will be filed against Borrower or its Subsidiaries, and (iii) written notice of a violation, 
citation, or other administrative order from a Governmental Authority.
5.14. Disclosure Updates.
Promptly and in no event later than 5 Business Days after obtaining knowledge thereof, notify Agent if any written 
information, exhibit, or report furnished to the Lender Group contained, at the time it was furnished, any untrue statement of a material 
fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the 
circumstances in which made; provided, however, Borrower shall not have any such obligation with regard to any weekly inventory 
report submitted pursuant to clause (b) of Schedule 5.2.  The foregoing to the contrary notwithstanding, any notification pursuant to 
the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any 

 
-50-
material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto.
5.15. Control Agreements.
Except for Excluded Accounts, take all reasonable steps in order for Agent to obtain control in accordance with 
Sections 8-106, 9-104, 9-105, 9-106, and 9-107 of the Code with respect to (subject to the proviso contained in Section 6.12) all of its 
Securities Accounts, Deposit Accounts electronic chattel paper, investment property, and letter-of-credit rights of the Loan Parties.
5.16. Formation of Subsidiaries.
At the time that any Loan Party forms any direct or indirect Domestic Subsidiary that constitutes a Material 
Subsidiary, acquires any direct or indirect Domestic Subsidiary  after the Closing Date that constitutes a Material Subsidiary or at any 
time when any direct or indirect Subsidiary of a Loan Party that previously was an Immaterial Subsidiary becomes a Material 
Subsidiary, Borrower or such Guarantor shall, within thirty (30) days of such event (or such later date as permitted by Agent) (a) cause 
such new Domestic Subsidiary to provide to Agent a joinder to the Security Agreement and execute and delivery a Guaranty, together 
with such other security documents, as well as appropriate financing statements, all in form and substance reasonably satisfactory to 
Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly 
formed or acquired Domestic Subsidiary to the extent such assets are (i) of the type that would normally be included in the Collateral 
or (ii) constitute no more than 65% of the Stock of any Subsidiary that is not a Domestic Subsidiary), and (b) provide to Agent all 
other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which is reasonable with respect to 
the execution and delivery of the applicable documentation referred to above.  Any document, agreement, or instrument executed or 
issued pursuant to this Section 5.16 shall be a Loan Document.
5.17. Further Assurances.
At any time upon the request of Agent, Borrower shall execute or deliver to Agent, and shall cause each other Loan 
Party to execute or deliver to Agent, any and all financing statements, security agreements, pledges, assignments, opinions of counsel, 
and all other documents (collectively, the "Additional Documents") that Agent may reasonably request in writing in form and 
substance reasonably satisfactory to Agent, to create, perfect, and continue perfected or to better perfect the Agent's Liens in all of the 
properties and assets of Borrower and the Loan Parties constituting Collateral (whether now owned or hereafter arising or acquired, 
tangible or intangible) to the extent such properties and assets are of the type that would normally be included in the Collateral and in 
order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents.  To the maximum extent 
permitted by applicable law, if Borrower or any Subsidiary refuses or fails to execute or deliver any reasonably requested Additional 
Documents within a reasonable period of time not to exceed ten (10) days following the request to do so, Borrower authorizes Agent 
to execute any such Additional Documents in Borrower's or its Subsidiary's name, as applicable, and authorizes Agent to file such 
executed Additional Documents in any appropriate filing office.  Notwithstanding anything to the contrary 

 
-51-
contained herein (including Section 5.11 hereof and this Section 5.12) or in any other Loan Document, Agent shall not accept delivery 
of any joinder to any Loan Document with respect to any Subsidiary of any Loan Party that is not a Loan Party, if such Subsidiary that 
qualifies as a "legal entity customer" under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial 
Ownership Certification in relation to such Subsidiary and Agent has completed its Patriot Act searches, OFAC/PEP searches and 
customary individual background checks for such Subsidiary, the results of which shall be satisfactory to Agent.
5.18. [Intentionally Omitted].
5.19. Growers' Liens.
So long as Borrower purchases agricultural products from Protected Vendors, Borrower shall (i) register with the 
Secretary of State (or other designated individual or office) in each FSA State in which Protected Vendors are located so as to receive 
the centrally complied list of secured creditors published by each such state pursuant to the FSA, (ii) monitor the receipt of notices of 
Liens and/or trusts on its assets under any Growers' Lien Law and, (iii) where the provisions of the FSA are applicable, issue joint 
checks to growers or suppliers and their respective secured parties or otherwise obtain a release of such secured party's Lien in 
accordance with the FSA.
5.20. OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws.
Borrower will, and will cause each of its Subsidiaries to (i) comply with all applicable Sanctions, Anti-Corruption 
Laws and Anti-Money Laundering Laws and (ii) implement and maintain in effect policies and procedures designed to ensure 
compliance by Borrower and its Subsidiaries and their respective directors, officers, employees, agents and Affiliates with all 
Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws.  
6.
NEGATIVE COVENANTS.
Borrower covenants and agrees that, until termination of all of the Commitments and payment in full of the 
Obligations, Borrower will not and will not permit any of its Subsidiaries to do any of the following:
6.1.
Indebtedness.
Create, incur, assume, suffer to exist, guarantee, or otherwise become or remain, directly or indirectly, liable with 
respect to any Indebtedness, except:
(a)
Indebtedness evidenced by this Agreement and the other Loan Documents, together with Indebtedness owed 
to Underlying Issuers with respect to Underlying Letters of Credit;
(b)
Indebtedness set forth on Schedule 4.19 and any Refinancing Indebtedness in respect of such Indebtedness;

 
-52-
(c)
Purchase Money Indebtedness (but excluding any Equipment Loan Obligations) and any Refinancing 
Indebtedness in respect of such Indebtedness in an aggregate outstanding principal amount not to exceed at any time $10,000,000;
(d)
endorsement of instruments or other payment items for deposit;
(e)
Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar 
instrument drawn against insufficient funds in the ordinary course of business;
(f)
guarantees of any Indebtedness permitted hereunder; 
(g)
Indebtedness incurred in the ordinary course of business in respect of credit cards, credit card processing 
services, debit cards, stored value cards, commercial cards (including so-called "commercial cards", "procurement cards" or "p-
cards"), or Cash Management Services,
(h)
Indebtedness arising from any Hedge Obligations or other Third Party Derivative Obligations incurred in the 
ordinary course of business, for bona fide hedging purposes and not for speculations;
(i)
Indebtedness owed to any Person providing workers' compensation, health, disability or other employee 
benefits or unemployment (including premiums related thereto), property, casualty, or liability insurance or self-insurance and similar 
obligations, pursuant to reimbursement or indemnification obligations to such Person, and other types of social security, pension 
obligations, vacation pay, health, disability or other employee benefits, in each case incurred in the ordinary course of business;
(j)
Indebtedness consisting of insurance premiums accrued but not yet due and the financing of insurance 
premiums;
(k)
Indebtedness of any Person that becomes a Loan Party or a Subsidiary of Borrower after the date of this 
Agreement which was incurred prior to the time such Person becomes a Loan Party or Subsidiary, provided that (i) such Indebtedness 
is not created in contemplation of or in connection with such acquisition or such Person becoming a Loan Party or Subsidiary and (ii) 
such Indebtedness shall not be assumed or guaranteed by any other Loan Party or Subsidiary;
(l)
Indebtedness constituting Permitted Investments;
(m)
Indemnification obligations and obligations in respect of customary purchase price adjustments, working 
capital adjustments and other similar obligations incurred in connection with any Permitted Acquisition; 
(n)
unsecured Subordinated Indebtedness in an aggregate outstanding principal amount not to exceed 
$10,000,000 at any time; 
(o)
Equipment Loan Obligations and any Refinancing Indebtedness in respect of such Indebtedness in an 
aggregate principal amount not to exceed $50,000,000 at any time, 

 
-53-
provided that any such Refinancing Indebtedness is subject to an intercreditor agreement in form and substance reasonably acceptable 
to Agent; and
(p)
additional unsecured Indebtedness in an aggregate outstanding principal amount not to exceed $20,000,000 at 
any time.
6.2.
Liens.
Create, incur, assume, or suffer to exist, directly or indirectly, any Lien on or with respect to any of its assets, of any 
kind, whether now owned or hereafter acquired, or any income or profits therefrom, except for Permitted Liens.
6.3.
Restrictions on Fundamental Changes.
Other than in order to consummate a Permitted Acquisition: 
(a)
enter into any merger or consolidation, except (i) for any merger between Loan Parties, provided that 
Borrower shall be the surviving entity of any such merger to which it is a party, (ii) for any merger between a Loan Party and a 
Subsidiary of Borrower that is not a Loan Party so long as such Loan Party is the surviving entity of such merger, (iii) for any merger 
between Subsidiaries of any Loan Party that are not Loan Parties and (iv) that any Subsidiary may effect a merger to consummate a 
Permitted Disposition; 
(b)
liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or 
dissolution of non-operating Subsidiaries of Borrower with nominal assets and liabilities, (ii) the liquidation or dissolution of any Loan 
Party (other than Borrower) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Loan Party that 
is not liquidating or dissolving, and (iii) the liquidation or dissolution of any Subsidiary of Borrower that is not a Loan Party so long as 
all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of Borrower that is not liquidating or 
dissolving; or
(c)
suspend or cease operating a substantial portion of its or their business, except as permitted pursuant to 
clauses (a) or (b) above or in connection with a transaction permitted under Section 6.4.
6.4.
Disposal of Collateral.
Other than Permitted Dispositions or transactions permitted by Section 6.3 (other than Section 6.3(a)(iv)), convey, 
sell, lease, license, assign, transfer, or otherwise dispose of any of Borrower's or its Subsidiaries assets that constitute Collateral 
(including by an allocation of assets among newly divided limited liability companies pursuant to a "plan of division").
6.5.
Change Name.
Change Borrower's or any Loan Party's name, organizational identification number, state of organization or 
organizational identity; provided, however, that (i) Borrower or any Loan Party may change their names upon at least ten (10) days 
prior written notice to Agent of such 

 
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change and so long as, prior to the effectiveness of such change, Borrower provides any financing statements necessary to perfect and 
continue perfection of Agent's Liens, and (ii) any Loan Party (other than Borrower) may change its organizational identification 
number, state of organization or organizational identity (provided that any change in a Loan Party's jurisdiction of organization shall 
not result in any Loan Party being organized in any jurisdiction other than a state of the United States or Washington D.C.) upon at 
least ten (10) days prior written notice to Agent of such change and so long as, prior to the effectiveness of such change, Borrower 
provides any documents, agreements, instruments and financing statements necessary or reasonably requested by Agent to perfect and 
continue perfection of Agent's Liens.
6.6.
Nature of Business.
Make any change in the nature of its or their business as described in Schedule 6.6 or acquire any properties or 
assets that are not reasonably related to the conduct of such business activities; provided, that the foregoing shall not prevent Borrower 
or any Subsidiary from engaging in any business or activity that is reasonably related or ancillary to its or their business.
6.7.
Prepayments and Amendments.
Except in connection with Refinancing Indebtedness permitted by Section 6.1,
(a)
optionally prepay, redeem, defease, purchase, or otherwise acquire (i) Indebtedness under the Term Loan 
Documents or (ii) Equipment Loan Obligations (other than (A) any Refinancing Indebtedness that is otherwise permitted under 
Section 6.1(o) and (B) optional prepayments in an aggregate principal amount not exceeding $3,000,000 in any 12-month period), 
unless, in each case, at the time of and immediately after giving effect to such optional prepayment, the Payment Conditions are 
satisfied;
(b)
make any payment on account of Indebtedness that has been contractually subordinated in right of payment to 
the Obligations if such payment is not permitted at such time under the subordination terms and conditions; 
(c)
directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of any Term 
Loan Document except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in 
the aggregate, reasonably be expected to result in a Material Adverse Change; or
(d)
directly or indirectly, amend, modify, alter, increase, or change any of the terms or conditions of any 
Equipment Loan Document except to the extent that such amendment, modification, alteration, increase, or change could not, 
individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. 
6.8.
[Reserved].
6.9.
[Reserved].

 
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6.10. Distributions.
Make any distribution or declare or pay any dividends (in cash or other property) on, or purchase, acquire, redeem, 
or retire any of Borrower's Stock, of any class, whether now or hereafter outstanding; provided, that, Borrower may make (a) 
dividends, distributions, repurchases, redemptions and retirements of common stock and other equity interests to the extent payable 
solely in the form of Qualified Stock of Borrower or any of its Subsidiaries, (b) non-cash repurchases of common stock and other 
equity interests deemed to occur upon exercise of stock options or warrants if it represents a portion of the exercise price thereof or for 
purposes of tax withholding required to be paid in connection with such exercise, and (c) up to four dividends or distributions on its 
Stock, or purchase, acquire, redeem or retire its Stock in any fiscal year so long as (x) the aggregate amount of such dividends, 
distributions, purchases, acquisitions, redemptions and retirements made in any fiscal year do not exceed $100,000,000 in the 
aggregate and (y) immediately before and after giving effect to the making of any such dividend, distribution, purchase, acquisition, 
redemption or retirement, (i) no Default or Event of Default shall have occurred and be continuing and (ii) Excess Availability shall 
exceed the greater of (1) $30,000,000 and (2) 25% of the Maximum Revolver Amount.
6.11. Accounting Methods.
Modify or change its fiscal year or its method of accounting (other than as may be required to conform to GAAP), 
except with the consent of Agent.
6.12. Investments.
Except for Permitted Investments, directly or indirectly, make or acquire any Investment or incur any liabilities 
(including contingent indemnification obligations) for or in connection with any Investment.
6.13. Transactions with Affiliates.
Directly or indirectly enter into or permit to exist any transaction with any Affiliate of Borrower or any of its 
Subsidiaries, except for:
(a)
transactions (other than payment of management, consulting, monitoring, or advisory fees) between Borrower 
or its Subsidiaries, on the one hand, and any Affiliate of Borrower or its Subsidiaries, on the other hand, (i) so long as such 
transactions (A) are disclosed to and approved by the independent audit committee of the Borrower and (B) are fully disclosed to 
Agent if they involve one or more payments by Borrower or its Subsidiaries in excess of $5,000,000 for any single transaction or 
series of transactions (it being agreed that if such transactions are disclosed by Borrower pursuant to a public filing pursuant to the 
Exchange Act or the Securities Act of 1933, as in effect from time to time, the same shall be deemed disclosed to Agent) and (ii) in 
respect of (including payments under) the lease agreement with respect to the facility located in Selma, Texas; 
(b)
transactions or payments pursuant to any employee, officer or director compensation or benefit plans or other 
compensation and indemnity arrangements entered into in the ordinary course of business; and

 
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(c)
in the ordinary course of and pursuant to the reasonable requirements of Borrower's or its Subsidiary's 
business and upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary that would be obtained in a 
comparable arm's length transaction with a Person not an Affiliate of Borrower or such Subsidiary.
6.14. Use of Proceeds.
Use the proceeds of the Advances for any purpose other than (a) on the Closing Date, to pay transactional fees, 
costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby 
and thereby, and (b) thereafter, consistent with the terms and conditions hereof, for its lawful and permitted purposes; provided that (x) 
no part of the proceeds of the Advances will be used to purchase or carry any such Margin Stock or to extend credit to others for the 
purpose of purchasing or carrying any such Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of 
the Board of Governors, (y) no part of the proceeds of any Advance or Letter of Credit will be used, directly or  indirectly, to make 
any payments to a Sanctioned Entity or a Sanctioned Person, to fund any investments, loans or contributions in, or otherwise make 
such proceeds available to, a Sanctioned Entity or a Sanctioned Person, to fund any operations, activities or business of a Sanctioned 
Entity or a Sanctioned Person, or in any other manner that would result in a violation of Sanctions by any Person, and (z) that no part 
of the proceeds of any Advance or Letter of Credit will be used, directly or indirectly, in furtherance of an offer, payment, promise to 
pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Sanctions, Anti-
Corruption Laws or Anti-Money Laundering Laws.
6.15. [Reserved].
6.16. Fixed Charge Coverage Ratio.
Have, on any date on which Average Excess Availability is less than the greater of (i) $25,000,000 and (ii) 20% of 
the Maximum Revolver Amount, a Fixed Charge Coverage Ratio, measured on a trailing 12-month-end basis on the last day of each 
fiscal month of Borrower, less than the required amount set forth in the following table for the applicable period set forth opposite 
thereto:
Applicable Ratio
Applicable Period
1.00 : 1.00
For the trailing 12 months ending on the last day of the then 
most-recently ended fiscal month of Borrower and the last day of 
each fiscal month thereafter until such time as Average Excess 
Availability is equal to or greater than the greater of (i) 
$25,000,000 and (ii) 20% of the Maximum Revolver Amount for 
three consecutive fiscal months

 
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7.
EVENTS OF DEFAULT.
Any one or more of the following events shall constitute an event of default (each, an "Event of Default") under this 
Agreement:
 
7.1
If Borrower fails to pay when due and payable, or when declared due and payable, (a) all or any portion of the 
Obligations consisting of interest or fees due the Lender Group, reimbursement of Lender Group Expenses, or other amounts (other 
than any portion thereof constituting principal) constituting Obligations (including any portion thereof that accrues after the 
commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such 
Insolvency Proceeding), and such failure continues for a period of 3 Business Days, or (b) all or any portion of the principal of the 
Obligations;
7.2
If Borrower or any of its Subsidiaries:
(a)
fails to perform or observe any covenant or other agreement contained in any of Sections 2.7, 5.2, 5.3, 5.4, 
5.5, 5.8, 5.12, 5.14, 5.16, 5.20, 5.21 and 6.1 through 6.16 of this Agreement or Section 6 of the Security Agreement;
(b)
fails to perform or observe any covenant or other agreement contained in any of Sections 5.7, 5.9, and 5.15 of 
this Agreement and such failure continues for a period of 10 days after the earlier of (i) the date on which such failure shall first 
become known to any Responsible Officer of Borrower or (ii) written notice thereof is given to Borrower by Agent; or
(c)
fails to perform or observe any covenant or other agreement contained in this Agreement, or in any of the 
other Loan Documents, in each case, other than any such covenant or agreement that is the subject of another provision of this Section 
7 (in which event such other provision of this Section 7 shall govern), and such failure continues for a period of 30 days after the 
earlier of (i) the date on which such failure shall first become known to any Responsible Officer of Borrower or (ii) written notice 
thereof is given to Borrower by Agent;
7.3
[Reserved];
7.4
If an Insolvency Proceeding is commenced by Borrower or any of its Subsidiaries;
7.5
If an Insolvency Proceeding is commenced against Borrower or any of its Subsidiaries and any of the following events 
occur: (a) Borrower or such Subsidiary consents to the institution of such Insolvency Proceeding against it, (b) the petition 
commencing the Insolvency Proceeding is not timely controverted, (c) the petition commencing the Insolvency Proceeding is not 
dismissed within 60 calendar days of the date of the filing thereof, (d) an interim trustee is appointed to take possession of all or any 
substantial portion of the properties or assets of, or to operate all or any substantial portion of the business of, Borrower or any of its 
Subsidiaries, or (e) an order for relief shall have been issued or entered therein;
7.6
[Reserved];

 
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7.7
If one or more judgments, orders, or awards involving an aggregate amount of $5,000,000, or more (except to the 
extent fully covered (other than to the extent of customary deductibles) by insurance pursuant to which the insurer has not denied 
coverage) is entered or filed against a Loan Party or any of its Subsidiaries, or with respect to any of their respective assets, and either 
(a) there is a period of thirty (30) consecutive days at any time after the entry of any such judgment, order, or award during which (i) 
the same is not discharged, satisfied, vacated, or bonded pending appeal, or (ii) a stay of enforcement thereof is not in effect, or (b) 
enforcement proceedings are commenced upon such judgment, order, or award;
7.8
If there is a default in one or more agreements to which Borrower or any of its Subsidiaries is a party with one or more 
third Persons relative to Borrower's or any of its Subsidiaries' Indebtedness involving an aggregate amount of $5,000,000 or more, and 
such default (i) occurs at the final maturity of the obligations thereunder, or (ii) results in a right by such third Person(s), irrespective 
of whether exercised, to accelerate the maturity of Borrower's or the applicable Subsidiary's obligations thereunder, or if there shall 
have occurred an "Event of Default" under the Term Loan Documents and such "Event of Default" shall not have been cured or 
waived in accordance with the terms of the Term Loan Documents;
7.9
If any warranty, representation, statement, or Record made herein or in any other Loan Document or delivered to Agent 
or any Lender in connection with this Agreement or any other Loan Document proves to be untrue in any material respect (except that 
such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by 
materiality in the text thereof) as of the date of issuance or making or deemed making thereof; provided, however, that no 
representation or warranty under Section 3.2(a) shall be deemed made when Agent funds any Overadvance or  Protective Advance that 
has not been requested by Borrower;
7.10
If the obligation of any Guarantor under any Guaranty is limited or terminated by operation of law or by such 
Guarantor (other than in accordance with the terms of this Agreement) or if any Guarantor repudiates or revokes or purports to 
repudiate or revoke any such Guaranty;
7.11 If the Security Agreement or any other Loan Document that purports to create a Lien, shall, for any reason, fail or cease 
to create a valid and perfected and, except to the extent permitted by the terms hereof or thereof, first priority Lien on or security 
interest in the Collateral covered hereby or thereby, except as a result of a disposition of the applicable Collateral in a transaction 
permitted under this Agreement; 
7.12 The validity or enforceability of any Loan Document shall at any time for any reason  (other than solely as the result of 
an action or failure to act on the part of Agent) be declared to be null and void, or the validity or enforceability thereof shall be 
contested by Borrower or its Subsidiaries, or a proceeding shall be commenced by a Loan Party or its Subsidiaries, or by any 
Governmental Authority having jurisdiction over a Loan Party or its Subsidiaries, seeking to establish the invalidity or 
unenforceability thereof, or a Loan Party or its Subsidiaries shall deny that such Loan Party or its Subsidiaries has any liability or 
obligation purported to be created under any Loan Document; or
 7.13 A Change of Control shall occur.

 
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8.
THE LENDER GROUP'S RIGHTS AND REMEDIES.
8.1.
Rights and Remedies.
Upon the occurrence, and during the continuation, of an Event of Default, upon prior written notice to Borrower, the 
Required Lenders may authorize and instruct Agent to do any one or more of the following on behalf of the Lender Group (and Agent, 
acting upon the instructions of the Required Lenders, shall do the same on behalf of the Lender Group):
(a)
Declare all or any portion of the Obligations, whether evidenced by this Agreement, by any of the other Loan 
Documents, or otherwise, immediately due and payable;
(b)
Cease advancing money or extending credit to or for the benefit of Borrower under this Agreement, under 
any of the Loan Documents, or under any other agreement between Borrower and the Lender Group;
(c)
Terminate this Agreement and any of the other Loan Documents as to any future liability or obligation of the 
Lender Group, but without affecting any of the Agent's Liens in the Collateral and without affecting the Obligations; and
(d)
The Lender Group shall have all other rights and remedies available at law or in equity or pursuant to any 
other Loan Document.
The foregoing to the contrary notwithstanding, upon the occurrence of any Event of Default described in Section 7.4 or Section 7.5, in 
addition to the remedies set forth above, without any notice to Borrower or any other Person or any act by the Lender Group, the 
Commitments shall automatically terminate and the Obligations then outstanding, together with all accrued and unpaid interest thereon 
and all fees and all other amounts due under this Agreement and the other Loan Documents, shall automatically and immediately 
become due and payable, without presentment, demand, protest, or notice of any kind, all of which are expressly waived by Borrower.
8.2.
Remedies Cumulative.
The rights and remedies of the Lender Group under this Agreement, the other Loan Documents, and all other 
agreements shall be cumulative.  The Lender Group shall have all other rights and remedies not inconsistent herewith as provided 
under the Code, by law, or in equity.  No exercise by the Lender Group of one right or remedy shall be deemed an election, and no 
waiver by the Lender Group of any Event of Default shall be deemed a continuing waiver.  No delay by the Lender Group shall 
constitute a waiver, election, or acquiescence by it.
9.
TAXES AND EXPENSES.
If Borrower or its Subsidiaries fail to pay any monies (whether taxes, assessments, insurance premiums, or, in the 
case of leased properties or assets, rents or other amounts payable under such leases) due to third Persons, or fails to make any 
deposits or furnish any required proof of payment or deposit, all as required under the terms of this Agreement, then, Agent, in its sole 
discretion and without prior notice to Borrower, may do any or all of the following: (a) make payment of the same or any part thereof 
whenever an Event of Default has occurred and is 

 
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continuing or (b) in the case of the failure to comply with Section 5.8 hereof, obtain and maintain insurance policies of the type 
described in Section 5.8 and take any action with respect to such policies as Agent deems prudent.  No such payments shall constitute 
an agreement by the Lender Group to make similar payments in the future or a waiver by the Lender Group of any Event of Default 
under this Agreement.  Agent need not inquire as to, or contest the validity of, any such expense, tax, or Lien and the receipt of the 
usual official notice for the payment thereof shall be conclusive evidence that the same was validly due and owing.
10.
WAIVERS; INDEMNIFICATION.
10.1. Demand; Protest; Etc.
Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and 
nonpayment, nonpayment at maturity, release, compromise, settlement, extension, or renewal of documents, instruments, chattel 
paper, and guarantees at any time held by the Lender Group on which Borrower may in any way be liable.
10.2. The Lender Group's Liability for Collateral.
Borrower hereby agrees that: (a) so long as Agent complies with its obligations, if any, under the Code, the Lender 
Group shall not in any way or manner be liable or responsible for: (i) the safekeeping of the Collateral, (ii) any loss or damage thereto 
occurring or arising in any manner or fashion from any cause, (iii) any diminution in the value thereof, or (iv) any act or default of any 
carrier, warehouseman, bailee, forwarding agency, or other Person, and (b) all risk of loss, damage, or destruction of the Collateral 
shall be borne by Borrower.
10.3. Indemnification.
Borrower shall pay, indemnify, defend, and hold the Agent-Related Persons, the Lender-Related Persons, and each 
Participant (each, an "Indemnified Person") harmless (to the fullest extent permitted by law) from and against any and all claims, 
demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and damages, and all reasonable fees and 
disbursements of attorneys, experts, or consultants and all other costs and expenses actually incurred in connection therewith or in 
connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), at 
any time asserted against, imposed upon, or incurred by any of them (a) in connection with or as a result of or related to the execution 
and delivery (provided that Borrower shall not be liable for costs and expenses (including attorneys' fees) of any Lender (other than 
Wells Fargo) incurred in advising, structuring, drafting, reviewing, closings administering or syndicating the Loan Documents) 
enforcement, performance, or administration (including any restructuring or workout with respect hereto) of this Agreement, any of 
the other Loan Documents, or the transactions contemplated hereby or thereby or the monitoring of Borrower's and its Subsidiaries' 
compliance with the terms of the Loan Documents (provided that the indemnification in this clause (a) shall not extend to (i) disputes 
solely between or among the Lenders that do not involve any acts or omissions of any Loan Party, or (ii) disputes solely between or 
among the Lenders and their respective Affiliates that do not involve any acts or omissions of any Loan Party; it being understood and 
agreed that the indemnification in this clause (a) shall extend to Agent (but not the Lenders unless the dispute 

 
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involves an act or omission of a Loan Party) relative to disputes between or among Agent on the one hand, and one or more Lenders, 
or one or more of their Affiliates, on the other hand, or (iii) any claims for Taxes, which shall be governed by Section 16, other than 
Taxes which relate to primarily non-Tax claims), (b) with respect to any investigation, litigation, or proceeding related to this 
Agreement, any other Loan Document, or the use of the proceeds of the credit provided hereunder (irrespective of whether any 
Indemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto, and (c) in 
connection with or arising out of any presence or release of Hazardous Materials at, on, under, to or from any assets or properties 
owned, leased or operated by Borrower or any of its Subsidiaries or any Environmental Actions, Environmental Liabilities and Costs 
or Remedial Actions related in any way to any such assets or properties of Borrower or any of its Subsidiaries (each and all of the 
foregoing, the "Indemnified Liabilities").  The foregoing to the contrary notwithstanding, Borrower shall have no obligation to any 
Indemnified Person under this Section 10.3 with respect to any Indemnified Liability that a court of competent jurisdiction finally 
determines to have resulted from the gross negligence or willful misconduct of such Indemnified Person or its officers, directors, 
employees, attorneys, or agents.  This provision shall survive the termination of this Agreement and the repayment of the Obligations.  
If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which 
Borrower was required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is 
entitled to be indemnified and reimbursed by Borrower with respect thereto.  WITHOUT LIMITATION, THE FOREGOING 
INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES 
WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF 
SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.
11.
NOTICES.
Unless otherwise provided in this Agreement, all notices or demands by Borrower or Agent to the other relating to 
this Agreement or any other Loan Document shall be in writing and (except for financial statements and other informational 
documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by registered or certified mail 
(postage prepaid, return receipt requested), overnight courier, electronic mail (at such email addresses as Borrower or Agent, as 
applicable, may designate to each other in accordance herewith), or telefacsimile. In the case of notices or demands to any Loan Party 
or Agent, as the case may be, they shall be sent to the respective address set forth below:
If to any Loan Party:
JOHN B. SANFILIPPO & SON, INC
1703 Randall Road
Elgin, IL 60123
Attn: Chief Financial Officer
Fax No. (866) 610-1294

 
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with a copy to:
JENNER & BLOCK LLP
353 N. Clark Street
Chicago, IL 60654
Attn: Brian S. Hart, Esq.
Fax No.: (312) 923-2718
 
If to Agent:
WELLS FARGO CAPITAL FINANCE, LLC
1100 Abernathy Road, Suite 1600
Atlanta, GA 30328
Attn: Portfolio Manager
Fax No. (770) 804-0785
With a copy to:
GOLDBERG KOHN LTD.
55 East Monroe Street, Suite 3300
Chicago, IL 60603
Attn: Keith G. Radner, Esq.
Fax No.: (312) 863-7445
 
Any party hereto may change the address at which they are to receive notices hereunder, by notice in writing in the 
foregoing manner given to the other party.  All notices or demands sent in accordance with this Section 11 shall be deemed received 
on the earlier of the date of actual receipt or three (3) Business Days after deposit thereof in the mail; provided that (a) notices sent by 
overnight courier service shall be deemed to have been given when received, (b) notices by facsimile shall be deemed to have been 
given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the 
opening of business on the next Business Day for the recipient) and (c) notices by electronic mail shall be deemed received upon the 
sender's receipt of an acknowledgement from the intended receipt (such as the "return receipt requested" function, as available, return 
email or other written acknowledgement).
12.
CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.
(a)
THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS 
EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER 
LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, 
AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING 
HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, 
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.
(b)
THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION 
WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN 
THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED 

 
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IN THE COUNTY OF COOK, STATE OF ILLINOIS; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING 
ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT'S 
OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR 
WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.  BORROWER AND EACH MEMBER OF 
THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH 
MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE 
EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 12(b).
(c)
BORROWER AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE THEIR 
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT 
OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING 
CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR 
STATUTORY CLAIMS.  BORROWER AND EACH MEMBER OF THE LENDER GROUP REPRESENT THAT EACH 
HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL 
RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  IN THE EVENT OF LITIGATION, A COPY OF 
THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
13.
ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.
13.1. Assignments and Participations.
(a)
(i)
Subject to the conditions set forth in clause (a)(ii) below, any Lender may assign and delegate all or any portion of 
its rights and duties under the Loan Documents (including the Obligations owed to it and its Commitments) to one or more assignees 
so long as such prospective assignee is an Eligible Transferee (each, an "Assignee"), with the prior written consent (such consent not 
be unreasonably withheld or delayed) of:
(A)
Borrower; provided, that no consent of Borrower shall be required (1) if a Default or Event of Default has occurred and 
is continuing, or (2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than natural persons) of a 
Lender; provided further, that Borrower shall be deemed to have consented to a proposed assignment unless they object thereto by 
written notice to Agent within ten (10) Business Days after having received notice thereof (it being acknowledged and agreed that 
such objection by Borrower may be based on Borrower's demonstration, to the satisfaction of Agent, in its Permitted Discretion, that 
the proposed assignee is a direct business competitor (or an Affiliate thereof) of Borrower or any of its Subsidiaries); and
(B)
Agent, Swing Lender, and Issuing Lender.
(ii)
Assignments shall be subject to the following additional conditions:
(A)
no assignment may be made to a natural person,

 
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(B)
no assignment may be made to a Loan Party or an Affiliate of a Loan Party,
(C)
the amount of the Commitments and the other rights and obligations of the assigning Lender hereunder and under the 
other Loan Documents subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to 
such assignment is delivered to Agent) shall be in a minimum amount (unless waived by Agent) of $5,000,000 (except such minimum 
amount shall not apply to (I) an assignment or delegation by any Lender to any other Lender, an Affiliate of any Lender, or a Related 
Fund of such Lender, or (II) a group of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lender 
to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000),
(D)
each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and 
obligations under this Agreement,
(E)
the parties to each assignment shall execute and deliver to Agent an Assignment and Acceptance; provided, that 
Borrower and Agent may continue to deal solely and directly with the assigning Lender in connection with the interest so assigned to 
an Assignee until written notice of such assignment, together with payment instructions, addresses, and related information with 
respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee,
(F)
unless waived by Agent, the assigning Lender or Assignee has paid to Agent, for Agent's separate account, a processing 
fee in the amount of $3,500, and
(G)
the assignee, if it is not a Lender, shall deliver to Agent an Administrative Questionnaire in a form approved by Agent 
(the "Administrative Questionnaire").
(b)
From and after the date that Agent notifies the assigning Lender (with a copy to Borrower) that it has 
received an executed Assignment and Acceptance and, if applicable, payment of the required processing fee, (i) the Assignee 
thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such 
Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning 
Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it 
pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 10.3 hereof) and be released from 
any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion 
of an assigning Lender's rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a 
party hereto and thereto); provided, however, that nothing contained herein shall release any assigning Lender from obligations that 
survive the termination of this Agreement, including such assigning Lender's obligations under Section 15 and Section 17.9(a) of this 
Agreement.
(c)
By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the 
Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such 
Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to 
any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, 
enforceability, genuineness, sufficiency or value of this 

 
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Agreement or any other Loan Document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty 
and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of 
any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (iii) such Assignee confirms that it 
has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its 
own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such Assignee will, independently and without 
reliance upon Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem 
appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (v) such 
Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to 
Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (vi) such Assignee agrees that it will 
perform all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.
(d)
Immediately upon Agent's receipt of the required processing fee, if applicable, and delivery of notice to the 
assigning Lender pursuant to Section 13.1(b), this Agreement shall be deemed to be amended to the extent, but only to the extent, 
necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom.  The 
Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto.
(e)
Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (a 
"Participant") participating interests in all or any portion of its Obligations, its Commitment, and the other rights and interests of that 
Lender (the "Originating Lender") hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender 
shall remain a "Lender" for all purposes of this Agreement and the other Loan Documents and the Participant receiving the 
participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall 
not constitute a "Lender" hereunder or under the other Loan Documents and the Originating Lender's obligations under this Agreement 
shall remain unchanged, (ii) the Originating Lender shall maintain a written register of each Participant to whom it has sold all or any 
portion of its Obligations, such register to reflect the date of sale and face amount or percentage interest sold, and shall not permit any 
Participant to transfer its interest in the Obligations except through the register maintained by the Originating Lender, (iii) the 
Originating Lender shall remain solely responsible for the performance of such obligations, (iv) Borrower, Agent, and the Lenders 
shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and 
obligations under this Agreement and the other Loan Documents, (v) no Lender shall transfer or grant any participating interest under 
which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any 
other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other 
Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) 
reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or 
substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) 
supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, 
the interest or fees payable 

 
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to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or 
premiums, and (vi) all amounts payable by Borrower hereunder shall be determined as if such Lender had not sold such participation, 
except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due 
and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its 
participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were 
owing directly to it as a Lender under this Agreement.  The rights of any Participant only shall be derivative through the Originating 
Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan 
Documents or any direct rights as to the other Lenders, Agent, Borrower, the Collections of Borrower or its Subsidiaries, the 
Collateral, or otherwise in respect of the Obligations.  No Participant shall have the right to participate directly in the making of 
decisions by the Lenders among themselves.
(f)
In connection with any such assignment or participation or proposed assignment or participation, a Lender 
may, subject to the provisions of Section 17.9, disclose all documents and information which it now or hereafter may have relating to 
Borrower and its Subsidiaries and their respective businesses.
(g)
Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest 
in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance 
with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24, and such Federal Reserve Bank may 
enforce such pledge or security interest in any manner permitted under applicable law.
13.2. Successors.
This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; 
provided, however, that Borrower may not assign this Agreement or any rights or duties hereunder without the Lenders' prior written 
consent and any prohibited assignment shall be absolutely void ab initio.  No consent to assignment by the Lenders shall release 
Borrower from its Obligations.  A Lender may assign this Agreement and the other Loan Documents and its rights and duties 
hereunder and thereunder pursuant to Section 13.1 and, except as expressly required pursuant to Section 13.1, no consent or approval 
by Borrower is required in connection with any such assignment.
14.
AMENDMENTS; WAIVERS.
14.1. Amendments and Waivers.
(a)
No amendment, waiver or other modification of any provision of this Agreement or any other Loan 
Document (other than the Fee Letter), and no consent with respect to any departure by Borrower therefrom, shall be effective unless 
the same shall be in writing and signed by the Required Lenders (or by Agent at the written request of the Required Lenders) and the 
Loan Parties that are party thereto and then any such waiver or consent shall be effective, but only in the specific instance and for the 
specific purpose for which given; provided, that no such 

 
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waiver, amendment, or consent shall, unless in writing and signed by all of the Lenders directly affected thereby and all of the Loan 
Parties that are party thereto, do any of the following:
(i) increase the amount of or extend the expiration date of any Commitment of any Lender,
(ii)
postpone or delay any date fixed by this Agreement or any other Loan Document for any payment 
of principal, interest, fees, or other amounts due hereunder or under any other Loan Document,
(iii)
reduce the principal of, or the rate of interest on, any loan or other extension of credit hereunder, or 
reduce any fees or other amounts payable hereunder or under any other Loan Document (except (y) in connection with the waiver of 
applicability of Section 2.6(c) (which waiver shall be effective with the written consent of the Required Lenders), and (z) that any 
amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the 
rate of interest or a reduction of fees for purposes of this clause (iii)),
(iv)
amend, modify, or eliminate this Section or any provision of this Agreement providing for consent 
or other action by all Lenders,
(v)
amend, modify, or eliminate Section 3.1,
(vi)
amend, modify, or eliminate Section 15.11,
(vii)
other than as permitted by Section 15.11, release or contractually subordinate Agent's Lien in and to 
any of the Collateral,
(viii)
amend, modify, or eliminate the definitions of "Required Lenders", "Supermajority Lenders" or 
"Pro Rata Share",
(ix)
other than in connection with a merger, liquidation, dissolution or sale of such Person expressly 
permitted by the terms hereof or the other Loan Documents, release Borrower or any Guarantor from any obligation for the payment 
of money or consent to the assignment or transfer by Borrower or any Guarantor of any of its rights or duties under this Agreement or 
the other Loan Documents, or
(x)
amend, modify, or eliminate any of the provisions of Section 2.4(b)(i) or (ii), 
(b)
No amendment, waiver, modification, or consent shall amend, modify, waive, or eliminate,
(i) the definition of, or any of the terms or provisions of, the Fee Letter, without the written consent of 
Agent and Borrower (and shall not require the written consent of any of the Lenders),

 
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(ii)
any provision of Section 15 pertaining to Agent, or any other rights or duties of Agent under this 
Agreement or the other Loan Documents, without the written consent of Agent, Borrower, and the Required Lenders;
(c)
No amendment, waiver, modification, elimination, or consent shall amend, modify or eliminate, without 
written consent of Agent, Borrower and the Supermajority Lenders, the definition of Borrowing Base or the definitions of "Eligible 
Accounts," "Eligible Inventory," "Governmental Accounts," "Inventory Sublimit," "Packaging Inventory," "Seed Exchange Accounts" 
or "Seed Inventory" to the extent that any such change results in more credit being made available to Borrower based upon the 
Borrowing Base, but not otherwise, or the definition of Maximum Revolver Amount;
(d)
No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of 
this Agreement or the other Loan Documents pertaining to Issuing Lender, or any other rights or duties of Issuing Lender under this 
Agreement or the other Loan Documents, without the written consent of Issuing Lender, Agent, Borrower, and the Required Lenders;
(e)
No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of 
this Agreement or the other Loan Documents pertaining to Swing Lender, or any other rights or duties of Swing Lender under this 
Agreement or the other Loan Documents, without the written consent of Swing Lender, Agent, Borrower, and the Required Lenders; 
and
(f)
Anything in this Section 14.1 to the contrary notwithstanding, (i) any amendment, modification, elimination, 
waiver, consent, termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that 
relates only to the relationship of the Lender Group among themselves, and that does not affect the rights or obligations of any Loan 
Party, shall not require consent by or the agreement of any Loan Party, (ii) any amendment, waiver, modification, elimination, or 
consent of or with respect to any provision of this Agreement or any other Loan Document may be entered into without the consent of, 
or over the objection of, any Defaulting Lender other than any of the matters governed by Section 14.1(a)(i) through (iii) that affect 
such Lender, and (iii) any amendment contemplated by Section 2.13(d)(iii) of this Agreement in connection with a Benchmark 
Transition Event or an Early Opt-in Election shall be effective as contemplated by such Section 2.13(d)(iii) hereof.
14.2. Replacement of Holdout Lender.
(a)
If (i) any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, 
authorization, or agreement of all Lenders or all Lenders affected thereby, and a Lender ("Holdout Lender") fails to give its consent, 
authorization, or agreement, or (ii) any Lender makes a claim for compensation under Sections 2.12(l), 2.14 or 16, then Borrower or 
Agent, upon at least 5 Business Days prior irrevocable notice, may permanently replace any Lender that failed to give its consent, 
authorization or agreement (a "Non-Consenting Lender") or any Lender that made such a claim (a "Claiming Lender") with one or 
more substitute Lenders (each, a "Replacement Lender"), and the Non-Consenting Lender or Claiming Lender, as applicable, shall 
have no right to refuse to be replaced hereunder.  Such notice to replace the 

 
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Non-Consenting Lender or Claiming Lender, as applicable, shall specify an effective date for such replacement, which date shall not 
be later than 15 Business Days after the date such notice is given.
(b)
Prior to the effective date of such replacement, the Non-Consenting Lender or Claiming Lender, as 
applicable, and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Non-
Consenting Lender or Claiming Lender, as applicable, being repaid its share of the outstanding Obligations (including an assumption 
of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever.  If the Non-
Consenting Lender or Claiming Lender, as applicable, shall refuse or fail to execute and deliver any such Assignment and Acceptance 
prior to the effective date of such replacement, the Non-Consenting Lender or Claiming Lender, as applicable, shall be deemed to have 
executed and delivered such Assignment and Acceptance.  The replacement of any Non-Consenting Lender or Claiming Lender, as 
applicable, shall be made in accordance with the terms of Section 13.1.  Until such time as the Replacement Lenders shall have 
acquired all of the Obligations, the Commitments, and the other rights and obligations of the Non-Consenting Lender or Claiming 
Lender, as applicable, hereunder and under the other Loan Documents, the Non-Consenting Lender or Claiming Lender, as applicable, 
shall remain obligated to make the Non-Consenting Lender's or Claiming Lender's, as applicable, Pro Rata Share of Advances and to 
purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such 
Letter of Credit.
14.3. No Waivers; Cumulative Remedies.
No failure by Agent or any Lender to exercise any right, remedy, or option under this Agreement or any other Loan 
Document, or delay by Agent or any Lender in exercising the same, will operate as a waiver thereof.  No waiver by Agent or any 
Lender will be effective unless it is in writing, and then only to the extent specifically stated.  No waiver by Agent or any Lender on 
any occasion shall affect or diminish Agent's and each Lender's rights thereafter to require strict performance by Borrower of any 
provision of this Agreement.  Agent's and each Lender's rights under this Agreement and the other Loan Documents will be 
cumulative and not exclusive of any other right or remedy that Agent or any Lender may have.
15.
AGENT; THE LENDER GROUP.
15.1. Appointment and Authorization of Agent.
Each Lender hereby designates and appoints WFF as its representative under this Agreement and the other Loan 
Documents and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its 
behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to 
exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan 
Document, together with such powers as are reasonably incidental thereto.  Agent agrees to act as such on the express conditions 
contained in this Section 15.  The provisions of this Section 15 are solely for the benefit of Agent and the Lenders, and Borrower and 
its Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein.  Any provision to the 
contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or 
responsibilities, except 

 
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those expressly set forth herein, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied 
covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or 
otherwise exist against Agent; it being expressly understood and agreed that the use of the word "Agent" is for convenience only, that 
WFF is merely the representative of the Lenders, and only has the contractual duties set forth herein.  Except as expressly otherwise 
provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising 
any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or 
pursuant to this Agreement and the other Loan Documents.  Without limiting the generality of the foregoing, or of any other provision 
of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise the following 
powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and 
records reflecting the status of the Obligations, the Collateral, the Collections of Borrower and its Subsidiaries, and related matters, (b) 
execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, 
proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) make Advances, for itself or on behalf 
of Lenders as provided in the Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Borrower and its 
Subsidiaries as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as 
Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the 
Collateral and the Collections of Borrower and its Subsidiaries, (f) perform, exercise, and enforce any and all other rights and 
remedies of the Lender Group with respect to Borrower or its Subsidiaries, the Obligations, the Collateral, the Collections of Borrower 
and its Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group 
Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the 
Loan Documents.
15.2. Delegation of Duties.
Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, 
employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.  Agent shall 
not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made 
without gross negligence or willful misconduct.
15.3. Liability of Agent.
None of the Agent-Related Persons shall (a) be liable for any action taken or omitted to be taken by any of them 
under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own 
gross negligence or willful misconduct), or (b) be responsible in any manner to any of the Lenders for any recital, statement, 
representation or warranty made by Borrower or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained in 
this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for 
in, or received by Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, 
genuineness, enforceability or sufficiency of this Agreement or any other Loan 

 
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Document, or for any failure of Borrower or its Subsidiaries or any other party to any Loan Document to perform its obligations 
hereunder or thereunder.  No Agent-Related Person shall be under any obligation to any Lender to ascertain or to inquire as to the 
observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to 
inspect the books and records or properties of Borrower or its Subsidiaries.
15.4. Reliance by Agent.
Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, 
certificate, affidavit, letter, telegram, telefacsimile or other electronic method of transmission, telex or telephone message, statement or 
other document or conversation believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person 
or Persons, and upon advice and statements of legal counsel (including counsel to Borrower or counsel to any Lender), independent 
accountants and other experts selected by Agent.  Agent shall be fully justified in failing or refusing to take any action under this 
Agreement or any other Loan Document unless Agent shall first receive such advice or concurrence of the Lenders as it deems 
appropriate and until such instructions are received, Agent shall act, or refrain from acting, as it deems advisable.  If Agent so 
requests, it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense that may be 
incurred by it by reason of taking or continuing to take any such action.  Agent shall in all cases be fully protected in acting, or in 
refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the requisite 
Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders.
15.5. Notice of Default or Event of Default.
Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except 
with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the 
Lenders and, except with respect to Events of Default of which Agent has actual knowledge, unless Agent shall have received written 
notice from a Lender or Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such 
notice is a "notice of default." Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of 
which Agent has actual knowledge.  If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall 
notify the other Lenders and Agent of such Event of Default.  Each Lender shall be solely responsible for giving any notices to its 
Participants, if any.  Subject to Section 15.4, Agent shall take such action with respect to such Default or Event of Default as may be 
requested by the Required Lenders in accordance with Section 8; provided, however, that unless and until Agent has received any such 
request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or 
Event of Default as it shall deem advisable.
15.6. Credit Decision.
Each Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, 
and that no act by Agent hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries or Affiliates, shall be 
deemed to constitute any 

 
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representation or warranty by any Agent-Related Person to any Lender.  Each Lender represents to Agent that it has, independently 
and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, 
made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and 
creditworthiness of Borrower or any other Person party to a Loan Document, and all applicable bank regulatory laws relating to the 
transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower.  Each 
Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents 
and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or 
not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to 
inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower or any 
other Person party to a Loan Document.  Except for notices, reports, and other documents expressly herein required to be furnished to 
the Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information 
concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any other 
Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons.
15.7. Costs and Expenses; Indemnification.
Agent may incur and pay Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for 
the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, 
attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by 
outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the 
Collateral, whether or not Borrower is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or 
otherwise.  Agent is authorized and directed to deduct and retain sufficient amounts from the Collections of Borrower and its 
Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts 
to Lenders.  In the event Agent is not reimbursed for such costs and expenses by Borrower or its Subsidiaries, each Lender hereby 
agrees that it is and shall be obligated to pay to Agent such Lender's Pro Rata Share thereof.  Whether or not the transactions 
contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not 
reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so), according to their Pro Rata Shares, 
from and against any and all Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent-
Related Person of any portion of such Indemnified Liabilities resulting solely from such Person's gross negligence or willful 
misconduct nor shall any Lender be liable for the obligations of any Defaulting Lender in failing to make an Advance or other 
extension of credit hereunder.  Without limitation of the foregoing, each Lender shall reimburse Agent upon demand for such Lender's 
Pro Rata Share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) 
incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement 
(whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this 
Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that Agent is not 
reimbursed for such 

 
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expenses by or on behalf of Borrower.  The undertaking in this Section shall survive the payment of all Obligations hereunder and the 
resignation or replacement of Agent. 
15.8. Agent in Individual Capacity.
WFF and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire 
equity interests in, and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with 
Borrower and its Subsidiaries and Affiliates and any other Person party to any Loan Documents as though WFF were not Agent 
hereunder, and, in each case, without notice to or consent of the other members of the Lender Group.  The other members of the 
Lender Group acknowledge that, pursuant to such activities, WFF or its Affiliates may receive information regarding Borrower or its 
Affiliates or any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of Borrower or such 
other Person and that prohibit the disclosure of such information to the Lenders, and the Lenders acknowledge that, in such 
circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver Agent will use its reasonable best 
efforts to obtain), Agent shall not be under any obligation to provide such information to them.  The terms "Lender" and "Lenders" 
include WFF in its individual capacity.
15.9. Successor Agent.
Agent may resign as Agent upon 45 days notice to the Lenders (unless such notice is waived by the Required 
Lenders) and Borrower.  If Agent resigns under this Agreement, the Required Lenders shall appoint a successor Agent for the Lenders 
with the consent of Borrower, so long as no Event of Default shall have occurred and be continuing, which consent shall not be 
unreasonably withheld.  If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent shall appoint, 
after consulting with the Lenders and Borrower, a successor Agent from among the Lenders.  If Agent has materially breached or 
failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove 
and replace Agent with a successor Agent from among the Lenders with the consent of Borrower so long as no Event of Default shall 
have occurred and be continuing, which consent shall not be unreasonably withheld.  In any such event, upon the acceptance of its 
appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring 
Agent and the term "Agent" shall mean such successor Agent and the retiring Agent's appointment, powers, and duties as Agent shall 
be terminated.  After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 15 shall inure to its benefit as 
to any actions taken or omitted to be taken by it while it was Agent under this Agreement.
15.10.
Lender in Individual Capacity.
Any Lender and its respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits 
from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business 
with Borrower and its Subsidiaries and Affiliates and any other Person party to any Loan Documents as though such Lender were not 
a Lender hereunder without notice to or consent of the other members of the Lender Group.  The other members of the Lender Group 
acknowledge that, pursuant to such activities, such Lender and its respective Affiliates may receive information regarding Borrower 

 
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or its Affiliates or any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of Borrower or 
such other Person and that prohibit the disclosure of such information to the Lenders, and the Lenders acknowledge that, in such 
circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver such Lender will use its reasonable 
best efforts to obtain), such Lender shall not be under any obligation to provide such information to them.
15.11.
Collateral Matters.
(a)
The Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank 
Product Provider shall be deemed to authorize) Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) 
upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, (ii) constituting 
property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that 
the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely 
conclusively on any such certificate, without further inquiry), (iii) constituting property in which Borrower or its Subsidiaries owned 
no interest at the time the Agent's Lien was granted nor at any time thereafter, or (iv) constituting property leased or licensed to 
Borrower or its Subsidiaries under a lease or license that has expired or is terminated in a transaction permitted under this Agreement.  
Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written 
authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders (without requiring the authorization of 
the Bank Product Providers), or (z) otherwise, the Required Lenders (without requiring the authorization of the Bank Product 
Providers).  Upon request by Agent or Borrower at any time, the Lenders will (and if so requested, the Bank Product Providers will) 
confirm in writing Agent's authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.11; 
provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in 
Agent's opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien 
without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations 
or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by 
Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral.  Each Lender further 
hereby irrevocably authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to 
irrevocably authorize) Agent, at its option and in its sole discretion, to subordinate (by contract or otherwise) any Lien granted to or 
held by Agent on any property under any Loan Document (A) to the holder of any Permitted Lien on such property if such Permitted 
Lien secures purchase money Indebtedness (including Capitalized Lease Obligations) permitted under this Agreement, (B) to the 
extent Agent has the authority under this Section 15.11 to release its Lien on such property, and (C) to the Equipment Loan Lender on 
the Equipment Loan Priority Collateral to secure the Equipment Loan Obligations.
(b)
Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is 
owned by Borrower or its Subsidiaries or is cared for, protected, or insured or has been encumbered, or that the Agent's Liens have 
been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to 
exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to 

 
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continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it 
being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and 
conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent's own interest in 
the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to 
any of the foregoing, except as otherwise provided herein.
15.12.
Restrictions on Actions by Lenders; Sharing of Payments.
(a)
Each of the Lenders agrees that it shall not, without the express written consent of Agent and only if an Event 
of Default shall have occurred and be continuing, and that it shall, to the extent it is lawfully entitled to do so, upon the written request 
of Agent and only if an Event of Default shall have occurred and be continuing, set off against the Obligations, any amounts owing by 
such Lender to Borrower or its Subsidiaries or any Deposit Accounts of Borrower or its Subsidiaries now or hereafter maintained with 
such Lender.  Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Agent, take or 
cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document 
against Borrower or any Guarantor or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral.
(b)
If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any 
proceeds of Collateral or any payments with respect to the Obligations, except for any such proceeds or payments received by such 
Lender from Agent pursuant to the terms of this Agreement, or (ii) payments from Agent in excess of such Lender's Pro Rata Share of 
all such distributions by Agent, such Lender promptly shall (A) turn the same over to Agent, in kind, and with such endorsements as 
may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders 
and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without 
recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment 
received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent 
that such excess payment received by the purchasing party is thereafter recovered from it, those purchases of participations shall be 
rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid therefor shall be returned to such 
purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the 
recovery of the excess payment.
15.13.
Agency for Perfection.
Agent hereby appoints each other Lender as its agent (and each Lender hereby accepts such appointment) for the 
purpose of perfecting the Agent's Liens in assets which, in accordance with Article 8 or Article 9, as applicable, of the Code can be 
perfected only by possession or control.  Should any Lender obtain possession or control of any such Collateral, such Lender shall 
notify Agent thereof, and, promptly upon Agent's request therefor shall deliver possession or control of such Collateral to Agent or in 
accordance with Agent's instructions.

 
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15.14.
Payments by Agent to the Lenders.
All payments to be made by Agent to the Lenders shall be made by bank wire transfer of immediately available 
funds pursuant to such wire transfer instructions as each party may designate for itself by written notice to Agent.  Concurrently with 
each such payment, Agent shall identify whether such payment (or any portion thereof) represents principal, premium, fees, or interest 
of the Obligations.
15.15.
Concerning the Collateral and Related Loan Documents.
Each member of the Lender Group authorizes and directs Agent to enter into this Agreement and the other Loan 
Documents.  Each member of the Lender Group agrees that any action taken by Agent in accordance with the terms of this Agreement 
or the other Loan Documents relating to the Collateral and the exercise by Agent of its powers set forth therein or herein, together with 
such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders.
15.16.
Field Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and 
Information.
By becoming a party to this Agreement, each Lender:
(a)
is deemed to have requested that Agent furnish such Lender, promptly after it becomes available, a copy of 
each field audit or examination report respecting Borrower or its Subsidiaries (each a "Report" and collectively, "Reports") prepared 
by or at the request of Agent, and Agent shall so furnish each Lender with such Reports,
(b)
expressly agrees and acknowledges that Agent does not (i) make any representation or warranty as to the 
accuracy of any Report, and (ii) shall not be liable for any information contained in any Report,
(c)
expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that 
Agent or other party performing any audit or examination will inspect only specific information regarding Borrower and its 
Subsidiaries and will rely significantly upon Borrower's and its Subsidiaries' books and records, as well as on representations of 
Borrower's personnel,
(d)
agrees to keep all Reports and other material, non-public information regarding Borrower and its Subsidiaries 
and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 17.9, 
and
(e)
without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) 
to hold Agent and any other Lender preparing a Report harmless from any action the indemnifying Lender may take or fail to take or 
any conclusion the indemnifying Lender may reach or draw from any Report in connection with any loans or other credit 
accommodations that the indemnifying Lender has made or may make to Borrower, or the indemnifying Lender's participation in, or 
the indemnifying Lender's purchase of, a loan or loans of Borrower, and (ii) to pay and protect, and indemnify, defend and hold Agent, 
and any such other 

 
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Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts 
(including, attorneys fees and costs) incurred by Agent and any such other Lender preparing a Report as the direct or indirect result of 
any third parties who might obtain all or part of any Report through the indemnifying Lender.  
In addition to the foregoing: (x) any Lender may from time to time request of Agent in writing that Agent provide to such Lender a 
copy of any report or document provided by Borrower or its Subsidiaries to Agent that has not been contemporaneously provided by 
Borrower or such Subsidiary to such Lender, and, upon receipt of such request, Agent promptly shall provide a copy of same to such 
Lender, (y) to the extent that Agent is entitled, under any provision of the Loan Documents, to request additional reports or 
information from Borrower or its Subsidiaries, any Lender may, from time to time, reasonably request Agent to exercise such right as 
specified in such Lender's notice to Agent, whereupon Agent promptly shall request of Borrower the additional reports or information 
reasonably specified by such Lender, and, upon receipt thereof from Borrower or such Subsidiary, Agent promptly shall provide a 
copy of same to such Lender, and (z) any time that Agent renders to Borrower a statement regarding the Loan Account, Agent 'shall 
send a copy of such statement to each Lender.
15.17.
Several Obligations; No Liability.
Notwithstanding that certain of the Loan Documents now or hereafter may have been or will be executed only by or 
in favor of Agent in its capacity as such, and not by or in favor of the Lenders, any and all obligations on the part of Agent (if any) to 
make any credit available hereunder shall constitute the several (and not joint) obligations of the respective Lenders on a ratable basis, 
according to their respective Commitments, to make an amount of such credit not to exceed, in principal amount, at any one time 
outstanding, the amount of their respective Commitments.  Nothing contained herein shall confer upon any Lender any interest in, or 
subject any Lender to any liability for, or in respect of, the business, assets, profits, losses, or liabilities of any other Lender.  Each 
Lender shall be solely responsible for notifying its Participants of any matters relating to the Loan Documents to the extent any such 
notice may be required, and no Lender shall have any obligation, duty, or liability to any Participant of any other Lender.  Except as 
provided in Section 15.7, no member of the Lender Group shall have any liability for the acts of any other member of the Lender 
Group.  No Lender shall be responsible to Borrower or any other Person for any failure by any other Lender to fulfill its obligations to 
make credit available hereunder, nor to advance for it or on its behalf in connection with its Commitment, nor to take any other action 
on its behalf hereunder or in connection with the financing contemplated herein.
15.18.
Intercreditor Agreements.
Each Lender hereunder, by its acceptance of the benefits provided hereunder, authorizes and instructs Agent to enter 
into the Equipment Loan Intercreditor Agreement in connection with the Equipment Loan Obligations, including any intercreditor 
agreement in connection with any Refinancing Indebtedness in respect of the Equipment Loan Obligations.  Each Lender hereby 
agrees that the terms, conditions and provisions contained in the Loan Documents are subject to any such intercreditor agreement.

 
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16.
WITHHOLDING TAXES.
16.1. Payments.
All payments made by any Loan Party under any Loan Document will be made free and clear of, and without 
deduction or withholding for, any Taxes, except as otherwise required by applicable law, and in the event any deduction or 
withholding of Taxes is required, the applicable Loan Party shall make the requisite withholding, promptly pay over to the applicable 
Governmental Authority the withheld tax, and furnish to Agent as promptly as possible after the date the payment of any such Tax is 
due pursuant to applicable law, original or copies of original tax receipts evidencing such payment by the Loan Parties.   Furthermore, 
if any such Tax is an Indemnified Taxes or an Indemnified Tax is so levied or imposed, the Loan Parties agree to pay the full amount 
of such Indemnified Taxes and such additional amounts as may be necessary so that every payment of all amounts due under this 
Agreement, any note, or Loan Document, including any amount paid pursuant to this Section 16.1 after withholding or deduction for 
or on account of any Indemnified Taxes, will not be less than the amount provided for herein.  The Loan Parties will promptly pay any 
Other Taxes or reimburse Agent for such Other Taxes upon Agent's demand.  The Loan Parties shall jointly and severally indemnify 
each Indemnified Person (as defined in Section 10.3) (collectively a "Tax Indemnitee") for the full amount of Indemnified Taxes 
arising in connection with this Agreement or any other Loan Document or breach thereof by any Loan Party (including any 
Indemnified Taxes imposed or asserted on, or attributable to, amounts payable under this Section 16) imposed on, or paid by, such Tax 
Indemnitee and all reasonable costs and expenses related thereto (including fees and disbursements of attorneys and other tax 
professionals), as and when they are incurred and irrespective of whether suit is brought, whether or not such Indemnified Taxes were 
correctly or legally imposed or asserted by the relevant Governmental Authority (other than Indemnified Taxes and additional 
amounts that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of 
such Tax Indemnitee).  The obligations of the Loan Parties under this Section 16 shall survive the termination of this Agreement, the 
resignation and replacement of the Agent, and the repayment of the Obligations.
16.2. Exemptions.
(a)
If a Lender or Participant is entitled to claim an exemption or reduction from United States withholding tax, 
such Lender or Participant agrees with and in favor of Agent, to deliver to Agent (or, in the case of a Participant, to the Lender 
granting the participation only) and the Borrower, at the time or times reasonably requested by the Loan Parties or Agent, such 
properly completed and executed documentation reasonably requested by the Loan Parties or Agent as will permit such payments to 
be made without withholding or at a reduced rate of withholding, including without limitation one of the following, before receiving 
its first payment under this Agreement:
(i) if such Lender or Participant is entitled to claim an exemption from United States withholding tax 
pursuant to the portfolio interest exception, (A) a statement of the Lender or Participant, signed under penalty of perjury, that it is not a 
(I) a "bank" as described in Section 881(c)(3)(A) of the IRC, (II) a 10% shareholder of Borrower (within the meaning of Section 
871(h)(3)(B) of the IRC), or (III) a controlled foreign corporation related to Borrower 

 
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within the meaning of Section 864(d)(4) of the IRC, and (B) a properly completed and executed IRS Form W-8BEN, Form W-8BEN-
E or Form W-8IMY (with proper attachments as applicable);
(ii)
if such Lender or Participant is entitled to claim an exemption from, or a reduction of, withholding 
tax under a United States tax treaty, a properly completed and executed copy of IRS Form W-8BEN or Form W-8BEN-E, as 
applicable;
(iii)
if such Lender or Participant is entitled to claim that interest paid under this Agreement is exempt 
from United States withholding tax because it is effectively connected with a United States trade or business of such Lender, a 
properly completed and executed copy of IRS Form W-8ECI;
(iv)
if such Lender or Participant is entitled to claim that interest paid under this Agreement is exempt 
from United States withholding tax because such Lender or Participant serves as an intermediary, a properly completed and executed 
copy of IRS Form W-8IMY (including a withholding statement and copies of the tax certification documentation for its beneficial 
owner(s) of the income paid to the intermediary, if required based on its status provided on the Form W-8IMY); or
(v)
a properly completed and executed copy of any other form or forms, including IRS Form W-9, as 
may be required under the IRC or other laws of the United States as a condition to exemption from United States withholding or 
backup withholding tax.
(b)
Each Lender or Participant shall deliver to the Loan Parties and Agent (in such number of copies as shall be 
requested by the recipient) on or about the date on which such Lender becomes a Lender or Participant under this Agreement (and 
from time to time thereafter upon the reasonable request of the Loan Parties or Agent), executed copies of any other form prescribed 
by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding and provide new forms (or 
successor forms) upon the expiration or obsolescence of any previously delivered forms and to promptly notify Agent and Borrower 
(or, in the case of a Participant, to the Lender granting the participation only) of any change in circumstances which would modify or 
render invalid any claimed exemption or reduction.
(c)
If a Lender or Participant claims an exemption from withholding tax in a jurisdiction other than the United 
States, such Lender or such Participant agrees with and in favor of Agent and Borrower, to deliver to Agent and Borrower (or, in the 
case of a Participant, to the Lender granting the participation only) any such form or forms, as may be required under the laws of such 
jurisdiction as a condition to exemption from, or reduction of, foreign withholding or backup withholding tax before receiving its first 
payment under this Agreement, but only if such Lender or such Participant is legally able to deliver such forms, or the providing of or 
delivery of such forms in the Lender's reasonable judgment would not subject such Lender to any material unreimbursed cost or 
expense or materially prejudice the legal or commercial position of such Lender (or its Affiliates); provided, further, that nothing in 
this Section 16.2(c) shall require a Lender or Participant to disclose any information that it deems to be confidential (including its tax 
returns).  Each Lender and each Participant shall provide new forms (or successor forms) upon the expiration or obsolescence of any 
previously delivered forms and promptly notify Agent and Borrower (or, in the case of a Participant, to the Lender granting the 
participation only) of any 

 
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change in circumstances which would modify or render invalid any claimed exemption or reduction.
(d)
If a Lender or Participant claims exemption from, or reduction of, withholding tax and such Lender or 
Participant sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of Borrower to such Lender or 
Participant, such Lender or Participant agrees to notify Agent and Borrower (or, in the case of a sale of a participation interest, to the 
Lender granting the participation only) of the percentage amount in which it is no longer the beneficial owner of Obligations of 
Borrower to such Lender or Participant.  To the extent of such percentage amount, Agent and Borrower will treat such Lender's or 
such Participant's documentation provided pursuant to Section 16.2(a) or 16.2(c) as no longer valid.  With respect to such percentage 
amount, such Participant or Assignee may provide new documentation, pursuant to Section 16.2(a) or 16.2(c), if applicable.  Borrower 
agree that each Participant shall be entitled to the benefits of this Section 16 with respect to its participation in any portion of the 
Commitments and the Obligations so long as such Participant complies with the obligations set forth in this Section 16 with respect 
thereto.
(e)
If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax 
imposed by FATCA if such Lender were to fail to comply with the applicable due diligence and reporting requirements of FATCA 
(including those contained in Section 1471(b) or 1472(b) of the IRC, as applicable), such Lender shall deliver to Agent (or, in the case 
of a Participant, to the Lender granting the participation only) at the time or times prescribed by law and at such time or times 
reasonably requested by Agent (or, in the case of a Participant, the Lender granting the participation) such documentation prescribed 
by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the IRC) and such additional documentation reasonably 
requested by Agent (or, in the case of a Participant, the Lender granting the participation) as may be necessary for Agent or Borrower 
to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender's obligations under 
FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (e), "FATCA" shall 
include any amendments made to FATCA after the date of this Agreement.
(f)
Each Lender and Participant agree that if any form or certification such Lender or a Participant previously 
delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the 
Loan Parties and Agent in writing of its legal inability to do so.
16.3. Reductions.
(a)
If a Lender or a Participant is subject to an applicable withholding tax, Agent (or, in the case of a Participant, 
the Lender granting the participation) may withhold from any payment to such Lender or such Participant an amount equivalent to the 
applicable withholding tax.  If the forms or other documentation required by Section 16.2(a) or 16.2(c) are not delivered to Agent (or, 
in the case of a Participant, to the Lender granting the participation), then Agent (or, in the case of a Participant, to the Lender granting 
the participation) may withhold from any payment to such Lender or such Participant not providing such forms or other 
documentation an amount equivalent to the applicable withholding tax.

 
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(b)
If the IRS or any other Governmental Authority of the United States or other jurisdiction asserts a claim that 
Agent (or, in the case of a Participant, to the Lender granting the participation) did not properly withhold tax from amounts paid to or 
for the account of any Lender or any Participant due to a failure on the part of the Lender or any Participant (because the appropriate 
form was not delivered, was not properly executed, or because such Lender failed to notify Agent (or such Participant failed to notify 
the Lender granting the participation) of a change in circumstances which rendered the exemption from, or reduction of, withholding 
tax ineffective, or for any other reason) such Lender shall indemnify and hold Agent harmless (or, in the case of a Participant, such 
Participant shall indemnify and hold the Lender granting the participation harmless) for all amounts paid, directly or indirectly, by 
Agent (or, in the case of a Participant, to the Lender granting the participation), as tax or otherwise, including penalties and interest, 
and including any taxes imposed by any jurisdiction on the amounts payable to Agent (or, in the case of a Participant, to the Lender 
granting the participation only) under this Section 16, together with all costs and expenses (including attorneys' fees and expenses).  
The obligation of the Lenders and the Participants under this subsection shall survive the payment of all Obligations and the 
resignation or replacement of Agent.
16.4. Refunds.
If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to 
which the Loan Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has 
occurred and is continuing, it shall pay over such refund to the Borrower on behalf of the Loan Parties (but only to the extent of 
payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving rise to 
such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the 
applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of Agent or such 
Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges, imposed by the 
applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct 
or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to Agent or such Lender 
in the event Agent or such Lender is required to repay such refund to such Governmental Authority.  Notwithstanding anything in this 
Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or 
any other information which it deems confidential) to Loan Parties or any other Person or require Agent or any Lender to pay any 
amount to an indemnifying party pursuant to Section 16.4, the payment of which would place Agent or such Lender (or their 
Affiliates) in a less favorable net after-Tax position than such Person would have been in if the Tax subject to indemnification and 
giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional 
amounts with respect to such Tax had never been paid.
17.
GENERAL PROVISIONS.
17.1. Effectiveness.
This Agreement shall be binding and deemed effective when executed by Borrower, Agent, and each Lender whose 
signature is provided for on the signature pages hereof.

 
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17.2. Section Headings.
Headings and numbers have been set forth herein for convenience only.  Unless the contrary is compelled by the 
context, everything contained in each Section applies equally to this entire Agreement.
17.3. Interpretation.
Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against the Lender Group or 
Borrower, whether under any rule of construction or otherwise.  On the contrary, this Agreement has been reviewed by all parties and 
shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and 
intentions of all parties hereto.
17.4. Severability of Provisions.
Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of 
determining the legal enforceability of any specific provision.
17.5. Bank Product Providers.
Each Bank Product Provider in its capacity as such shall be deemed a third party beneficiary hereof and of the 
provisions of the other Loan Documents for purposes of any reference in a Loan Document to the parties for whom Agent is acting.  
Agent hereby agrees to act as agent for such Bank Product Providers and, by virtue of entering into a Bank Product Agreement, the 
applicable Bank Product Provider shall be automatically deemed to have appointed Agent as its agent and to have accepted the 
benefits of the Loan Documents.  It is understood and agreed that the rights and benefits of each Bank Product Provider under the 
Loan Documents consist exclusively of such Bank Product Provider's being a beneficiary of the Liens and security interests (and, if 
applicable, guarantees) granted to Agent and the right to share in payments and collections out of the Collateral as more fully set forth 
herein. In addition, each Bank Product Provider, by virtue of entering into a Bank Product Agreement, shall be automatically deemed 
to have agreed that Agent shall have the right, but shall have no obligation, to establish, maintain, relax, or release reserves in respect 
of the Bank Product Obligations and that if reserves are established there is no obligation on the part of Agent to determine or insure 
whether the amount of any such reserve is appropriate or not.  In connection with any such distribution of payments or proceeds of 
Collateral, Agent shall be entitled to assume no amounts are due or owing to any Bank Product Provider unless such Bank Product 
Provider has provided a written certification (setting forth a reasonably detailed calculation) to Agent as to the amounts that are due 
and owing to it and such written certification is received by Agent a reasonable period of time prior to the making of such distribution.  
Agent shall have no obligation to calculate the amount due and payable with respect to any Bank Products, but may rely upon the 
written certification of the amount due and payable from the applicable Bank Product Provider.  In the absence of an updated 
certification, Agent shall be entitled to assume that the amount due and payable to the applicable Bank Product Provider is the amount 
last certified to Agent by such Bank Product Provider as being due and payable (less any distributions made to such Bank Product 
Provider on account thereof).  Borrower may obtain Bank Products from any Bank Product Provider, although Borrower are not 
required to do so.  

 
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Borrower acknowledges and agrees that no Bank Product Provider has committed to provide any Bank Products and that the providing 
of Bank Products by any Bank Product Provider is in the sole and absolute discretion of such Bank Product Provider.  Notwithstanding 
anything to the contrary in this Agreement or any other Loan Document, no provider or holder of any Bank Product shall have any 
voting or approval rights hereunder (or be deemed a Lender) solely by virtue of its status as the provider or holder of such agreements 
or products or the Obligations owing thereunder, nor shall the consent of any such provider or holder be required (other than in their 
capacities as Lenders, to the extent applicable) for any matter hereunder or under any of the other Loan Documents, including as to 
any matter relating to the Collateral or the release of Collateral or Guarantors.
17.6. Lender-Creditor Relationship.
The relationship between the Lenders and Agent, on the one hand, and Borrower, on the other hand, is solely that of 
creditor and debtor.  No member of the Lender Group has (or shall be deemed to have) any fiduciary relationship or duty to Borrower 
arising out of or in connection with, and there is no agency or joint venture relationship between the members of the Lender Group, on 
the one hand, and Borrower, on the other hand, by virtue of any Loan Document or any transaction contemplated therein.
17.7. Counterparts; Electronic Execution.
This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, 
each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute 
but one and the same Agreement.  Execution of any such counterpart may be by means of (a) an electronic signature that complies 
with the federal Electronic Signatures in Global and National Commerce Act, as in effect from time to time, state enactments of the 
Uniform Electronic Transactions Act, as in effect from time to time, or any other relevant and applicable electronic signatures law; (b) 
an original manual signature; or (c) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or 
photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original 
manual signature.  Agent reserves the right, in its discretion, to accept, deny, or condition acceptance of any electronic signature on 
this Agreement.  Any party delivering an executed counterpart of this Agreement by faxed, scanned or photocopied manual signature 
shall also deliver an original manually executed counterpart, but the failure to deliver an original manually executed counterpart shall 
not affect the validity, enforceability and binding effect of this Agreement.  The foregoing shall apply to each other Loan Document, 
and any notice delivered hereunder or thereunder, mutatis mutandis.
17.8. Revival and Reinstatement of Obligations.
If the incurrence or payment of the Obligations by Borrower or Guarantor or the transfer to the Lender Group of any 
property should for any reason subsequently be declared to be void or voidable under any state or federal law relating to creditors' 
rights, including provisions of the Bankruptcy Code relating to fraudulent conveyances, preferences, or other voidable or recoverable 
payments of money or transfers of property (each, a "Voidable Transfer"), and if the Lender Group is required to repay or restore, in 
whole or in part, any such Voidable Transfer, or 

 
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elects to do so upon the reasonable advice of its counsel, then, as to any such Voidable Transfer, or the amount thereof that the Lender 
Group is required or elects to repay or restore, and as to all reasonable costs, expenses, and attorneys fees of the Lender Group related 
thereto, the liability of Borrower or Guarantor automatically shall be revived, reinstated, and restored and shall exist as though such 
Voidable Transfer had never been made.
17.9. Confidentiality.
(a)
Agent and Lenders each individually (and not jointly or jointly and severally) agree that material, non-public 
information regarding the Loan Parties and their Subsidiaries, their operations, assets, and existing and contemplated business plans 
("Confidential Information") shall be treated by Agent and the Lenders in a confidential manner, and shall not be disclosed by Agent 
and the Lenders to Persons who are not parties to this Agreement, except:  (i) to attorneys for and other advisors, accountants, auditors, 
and consultants to any member of the Lender Group and to employees, directors and officers of any member of the Lender Group (the 
Persons in this clause (i), "Lender Group Representatives") on a "need to know" basis in connection with this Agreement and the 
transactions contemplated hereby and on a confidential basis (it being understood that such Persons to whom such disclosure is made 
will be informed of the confidential nature of such information and instructed to keep such information confidential), (ii) to 
Subsidiaries and Affiliates of any member of the Lender Group (including the Bank Product Providers); provided, that any such 
Subsidiary or Affiliate shall have agreed to receive such information hereunder subject to the terms of this Section 17.9, (iii) as may be 
required by regulatory authorities so long as such authorities are informed of the confidential nature of such information, (iv) as may 
be required by statute, decision, or judicial or administrative order, rule, or regulation; provided, that (x) prior to any disclosure under 
this clause (iv), the disclosing party agrees to provide Borrower with prior notice thereof, to the extent that it is practicable to do so 
and to the extent that the disclosing party is permitted to provide such prior notice to Borrower pursuant to the terms of the applicable 
statute, decision, or judicial or administrative order, rule, or regulation and (y) any disclosure under this clause (iv) shall be limited to 
the portion of the Confidential Information as may be required by such statute, decision, or judicial or administrative order, rule, or 
regulation, (v) as may be agreed to in advance in writing by Borrower, (vi) as requested or required by any Governmental Authority 
pursuant to any subpoena or other legal process; provided, that (x) prior to any disclosure under this clause (vi) the disclosing party 
agrees to provide Borrower with prior written notice thereof, to the extent that it is practicable to do so and to the extent that the 
disclosing party is permitted to provide such prior written notice to Borrower pursuant to the terms of the subpoena or other legal 
process and (y) any disclosure under this clause (vi) shall be limited to the portion of the Confidential Information as may be required 
by such Governmental Authority pursuant to such subpoena or other legal process, (vii) as to any such information that is or becomes 
generally available to the public (other than as a result of prohibited disclosure by Agent or the Lenders or the Lender Group 
Representatives), (viii) in connection with any assignment, participation or pledge of any Lender's interest under this Agreement; 
provided, that prior to receipt of Confidential Information any such assignee, participant, or pledgee shall have agreed in writing to 
receive such Confidential Information either subject to the terms of this Section 17.9 or pursuant to confidentiality requirements 
substantially similar to those contained in this Section 17.9 (and such Person may disclose such Confidential Information to Persons 
employed or engaged by them as described in clause (i) above), (ix) in connection with any litigation or other adversary proceeding 
involving parties hereto which such 

 
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litigation or adversary proceeding involves claims related to the rights or duties of such parties under this Agreement or the other Loan 
Documents; provided, that prior to any disclosure to any Person (other than any Loan Party, Agent, any Lender, any of their respective 
Affiliates, or their respective counsel) under this clause (ix) with respect to litigation involving any Person (other than Borrower, 
Agent, any Lender, any of their respective Affiliates, or their respective counsel), the disclosing party agrees to provide Borrower with 
prior written notice thereof, and (x) in connection with, and to the extent reasonably necessary for, the exercise of any secured creditor 
remedy under this Agreement or under any other Loan Document.
(b)
Anything in this Agreement to the contrary notwithstanding, Agent may disclose information concerning the 
terms and conditions of this Agreement and the other Loan Documents to loan syndication and pricing reporting services or in its 
marketing or promotional materials, with such information to consist of deal terms and other information customarily found in such 
publications or marketing or promotional materials and may otherwise use the name, logos, and other insignia of Borrower or the other 
Loan Parties and the Commitments provided hereunder in any "tombstone" or other advertisements, on its website or in other 
marketing materials of the Agent.
(c)
Each Loan Party agrees that Agent may make materials or information provided by or on behalf of Borrower 
hereunder (collectively, "Borrower Materials") available to the Lenders by posting the Communications on IntraLinks, SyndTrak or a 
substantially similar secure electronic transmission system (the "Platform").  The Platform is provided "as is" and "as available."  
Agent does not warrant the accuracy or completeness of the Borrower Materials, or the adequacy of the Platform and expressly 
disclaim liability for errors or omissions in the communications.  No warranty of any kind, express, implied or statutory, including any 
warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other 
code defects, is made by Agent in connection with the Borrower Materials or the Platform.  In no event shall Agent or any of the 
Agent-Related Persons have any liability to the Loan Parties, any Lender or any other person for damages of any kind, including direct 
or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any 
Loan Party's or Agent's transmission of communications through the Internet, except to the extent the liability of such person is found 
in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such person's gross negligence or willful 
misconduct.  Each Loan Party further agrees that certain of the Lenders may be "public-side" Lenders (i.e., Lenders that do not wish to 
receive material non-public information with respect to the Loan Parties or their securities) (each, a "Public Lender").  The Loan 
Parties shall be deemed to have authorized Agent and its Affiliates and the Lenders to treat Borrower Materials marked "PUBLIC" or 
otherwise at any time filed with the SEC as not containing any material non-public information with respect to the Loan Parties or 
their securities for purposes of United States federal and state securities laws.  All Borrower Materials marked "PUBLIC" are 
permitted to be made available through a portion of the Platform designated as "Public Investor" (or another similar term).  Agent and 
its Affiliates and the Lenders shall be entitled to treat any Borrower Materials that are not marked "PUBLIC" or that are not at any 
time filed with the SEC as being suitable only for posting on a portion of the Platform not marked as "Public Investor" (or such other 
similar term).

 
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17.10.
Lender Group Expenses.
Borrower agrees to pay any and all Lender Group Expenses promptly after demand therefor by Agent and agrees 
that its obligations contained in this Section 17.10 shall survive payment or satisfaction in full of all other Obligations.
17.11.
USA PATRIOT Act.
Each Lender that is subject to the requirements of the Patriot Act hereby notifies the Loan Parties that pursuant to 
the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which 
information includes the name and address of each Loan Party and other information that will allow such Lender to identify each Loan 
Party in accordance with the Patriot Act.  In addition, Agent and each Lender shall have the right to periodically conduct due diligence 
on all Loan Parties, their senior management and key principals and legal and beneficial owners.  Each Loan Party agrees to cooperate 
in respect of the conduct of such due diligence and further agrees that the reasonable costs and charges for any such due diligence by 
Agent shall constitute Lender Group Expenses hereunder and be for the account of Borrower.
17.12.
Integration.
This Agreement, together with the other Loan Documents, reflects the entire understanding of the parties with 
respect to the transactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, 
before the date hereof.
17.13.
Acknowledgement and Consent to Bail-In of Affected Financial Institutions.
Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or 
understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising 
under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the 
applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a)
the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such 
liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and
(b)
the effects of any Bail-in Action on any such liability, including, if applicable:
(i)
a reduction in full or in part or cancellation of any such liability;
(ii)
a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such 
Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and 
that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under 
this Agreement or any other Loan Document; or

 
-87-
(iii)
the variation of the terms of such liability in connection with the exercise of the write-down and conversion 
powers of the applicable Resolution Authority.
17.14.
Acknowledgement Regarding Any Supported QFCs.
To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedge Agreements or 
any other agreement or instrument that is a QFC (such support, "QFC Credit Support" and each such QFC a "Supported QFC"), the 
parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the 
Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the 
regulations promulgated thereunder, the "U.S. Special Resolution Regimes") in respect of such Supported QFC and QFC Credit 
Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated 
to be governed by the laws of the State of New York and/or of the United States or any other state of the United States).  In the event a 
Covered Entity that is party to a Supported QFC (each, a "Covered Party") becomes subject to a proceeding under a U.S. Special 
Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation 
in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC 
Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special 
Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were 
governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a 
Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents 
that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are 
permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if 
the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without 
limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall 
in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.
[Signature Pages Follow.]

 
Signature Page to Amended and Restated Credit Agreement
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date 
first above written.
 
JOHN B. SANFILIPPO & SON, INC., a Delaware corporation
By:
Name:
Title:

 
 
 
 
Signature Page to Amended and Restated Credit Agreement
 
WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited 
liability company, as Agent and as a Lender
By:
Name:
Title:

 
 
 
 
Signature Page to Amended and Restated Credit Agreement
 
SOUTHWEST GEORGIA FARM CREDIT, ACA for itself and as 
agent/nominee for
Southwest Georgia Farm Credit, FLCA, as a Lender
By:
Name:
Title:

 
Schedule 1.1
As used in the Agreement, the following terms shall have the following definitions:
"Account" means an account (as that term is defined in the Code).
"Account Debtor" means any Person who is obligated on an Account, chattel paper, or a general intangible.
"Accounting Changes" means changes in accounting principles required by the promulgation of any rule, regulation, 
pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or 
successor thereto or any agency with similar functions).
"ACH Transactions" means any cash management or related services (including the Automated Clearing House 
processing of electronic fund transfers through the direct Federal Reserve Fedline system) provided by a Bank Product Provider for 
the account of Borrower or its Subsidiaries.
"Acquisition" means (a) the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of 
the assets of (or any division or business line of) any other Person, or (b) the purchase or other acquisition (whether by means of a 
merger, consolidation, or otherwise) by a Person or its Subsidiaries of all or substantially all of the Stock of any other Person.
"Act" has the meaning specified therefor in Section 17.11.
"Additional Documents" has the meaning specified therefor in Section 5.17.
"Additional Lender" has the meaning specified therefor in Section 2.15.
"Advances" has the meaning specified therefor in Section 2.1(a).
"Affected Financial Institution" means (a) any EEA Financial Institution or (b) any UK Financial Institution.
"Affiliate" means, as applied to any Person, any other Person who controls, is controlled by, or is under common 
control with, such Person.  For purposes of this definition, "control" means the possession, directly or indirectly through one or more 
intermediaries, of the power to direct the management and policies of a Person, whether through the ownership of Stock, by contract, 
or otherwise; provided, however, that, for purposes of the definition of Eligible Accounts and Section 6.13 of the Agreement: (a) any 
Person which owns directly or indirectly 10% or more of the Stock having ordinary voting power for the election of directors or other 
members of the governing body of a Person or 10% or more of the partnership or other ownership interests of a Person (other than as a 
limited partner of such Person) shall be deemed an Affiliate of such Person, (b) each director (or comparable manager) of a Person 
shall be deemed to be an Affiliate of such Person, and (c) each partnership in which a Person is a general partner shall be deemed an 
Affiliate of such Person.

 
"Agent" has the meaning specified therefor in the preamble to the Agreement.
"Agent-Related Persons" means Agent, together with its Affiliates, officers, directors, employees, attorneys, and 
agents.
"Agent's Account" means the Deposit Account of Agent identified on Schedule A-1 to this Agreement (or such other 
Deposit Account of Agent that has been designated as such, in writing, by Agent to Borrower and the Lenders).
"Agent's Liens" means the Liens granted by Borrower or its Subsidiaries to Agent under the Loan Documents.
"Agreement" means the Amended and Restated Credit Agreement to which this Schedule 1.1 is attached.
"Anti-Corruption Laws" means the FCPA, the U.K. Bribery Act of 2010, as amended, and all other applicable laws 
and regulations or ordinances concerning or relating to bribery, money laundering or corruption in any jurisdiction in which any Loan 
Party or any of its Subsidiaries or Affiliates is located or is doing business.
"Anti-Money Laundering Laws" means the applicable laws or regulations in any jurisdiction in which any Loan 
Party or any of its Subsidiaries or Affiliates is located or is doing business that relates to money laundering, any predicate crime to 
money laundering, or any financial record keeping and reporting requirements related thereto.
"Application Event" means the occurrence of (a) a failure by Borrower to repay all of the Obligations on the Latest 
Maturity Date, or (b) an Event of Default and the election by the Required Lenders to declare all or any portion of the Obligations to 
be due and payable, to terminate the Revolver Commitment, or to exercise remedies against the Collateral.
"Assignee" has the meaning specified therefor in Section 13.1(a). 
"Assignment and Acceptance" means an Assignment and Acceptance Agreement substantially in the form of Exhibit 
A-1.
"Authorized Person" means any one of the individuals identified as an officer of a Borrower on Schedule A-2 to this 
Agreement, or any other individual identified by Borrower as an authorized person and authenticated through Agent's electronic 
platform or portal in accordance with its procedures for such authentication.
"Available Tenor" means, as of any date of determination and with respect to the then-current Benchmark, as 
applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for 
determining the length of an interest period pursuant to the Agreement or (b) otherwise, any payment period for interest calculated 
with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments 
of interest calculated with reference to such Benchmark pursuant to the Agreement, in each case, as of such date and not including, for 
the avoidance of doubt, any 

 
tenor for such Benchmark that is then-removed from the definition of "Interest Period" pursuant to Section 2.13(d)(iii)(D).
"Availability" means, as of any date of determination, the amount that Borrower is entitled to borrow as Advances 
under Section 2.1 of this Agreement (after giving effect to the then outstanding Revolver Usage).
"Average Excess Availability" means, as of any relevant date of determination in any calendar week, Excess 
Availability determined on a seven (7)-day average basis for the immediately preceding week for which a Borrowing Base Certificate 
has been delivered by Borrower (using weekly adjustments for Accounts and monthly adjustments for Inventory) in accordance with 
the Agent's normal availability tracking procedures; provided that the amount of such Excess Availability shall not be limited by the 
Maximum Revolver Amount or the Inventory Sublimit.
"Average Margin Availability" means, as of any relevant date of determination in any calendar month, Excess 
Availability determined on a 30-day average basis for the immediately preceding calendar month for which a Borrowing Base 
Certificate has been delivered by Borrower (using weekly adjustments for Accounts and monthly adjustments for Inventory) in 
accordance with the Agent's normal availability tracking procedures; provided that the amount of such Excess Availability shall not be 
limited by the Maximum Revolver Amount or the Inventory Sublimit.
"Average Revolver Usage" means, with respect to any period, the sum of the aggregate amount of Revolver Usage 
for each day in such period (calculated as of the end of each respective day) divided by the number of days in such period.
"Bail-In Action" means the exercise of any Write-Down and Conversion Powers by the applicable Resolution 
Authority in respect of any liability of an Affected Financial Institution.
"Bail-In Legislation" means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 
2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or 
requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with 
respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, 
regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other 
financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
"Bank Product" means any one or more of the following financial products or accommodations extended to any 
Loan Party or any of its Subsidiaries by a Bank Product Provider:  (a) credit cards (including commercial cards (including so-called 
"purchase cards", "procurement cards" or "p-cards")), (b) payment card processing services, (c) debit cards, (d) stored value cards, (e) 
Cash Management Services, or (f) transactions under Hedge Agreements.

 
"Bank Product Agreements" means those agreements entered into from time to time by Borrower or its Subsidiaries 
with a Bank Product Provider in connection with the obtaining of any of the Bank Products.
"Bank Product Collateralization" means providing cash collateral (pursuant to documentation reasonably satisfactory 
to Agent) to be held by Agent for the benefit of the Bank Product Providers (other than the Hedge Providers) in an amount determined 
by Agent as sufficient to satisfy the reasonably estimated credit exposure, operational risk or processing risk with respect to the then 
existing Bank Product Obligations (other than Hedge Obligations).
"Bank Product Obligations" means (a) all obligations, liabilities, reimbursement obligations, fees, or expenses owing 
by each Loan Party and its Subsidiaries to any Bank Product Provider pursuant to or evidenced by a Bank Product Agreement and 
irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now 
existing or hereafter arising, (b) all Hedge Obligations, and (c) all amounts that Agent or any Lender is obligated to pay to a Bank 
Product Provider as a result of Agent or such Lender purchasing participations from, or executing guarantees or indemnities or 
reimbursement obligations to, a Bank Product Provider with respect to the Bank Products provided by such Bank Product Provider to 
a Loan Party or its Subsidiaries.
"Bank Product Provider" means any Lender or any of its Affiliates, including each of the foregoing in its capacity, if 
applicable, as a Hedge Provider; provided, that no such Person (other than Wells Fargo or its Affiliates) shall constitute a Bank 
Product Provider with respect to a Bank Product unless and until Agent receives a Bank Product Provider Agreement from such 
Person (a) on or prior to the Original Closing Date (or such later date as Agent shall agree to in writing in its sole discretion) with 
respect to Bank Products provided on or prior to the Original Closing Date, or (b) on or prior to the date that is 10 days after the 
provision of such Bank Product to a Loan Party or its Subsidiaries (or such later date as Agent shall agree to in writing in its sole 
discretion) with respect to Bank Products provided after the Original Closing Date; provided further, that if, at any time, a Lender 
ceases to be a Lender under this Agreement (prior to the payment in full of the Obligations), then, from and after the date on which it 
so ceases to be a Lender hereunder, neither it nor any of its Affiliates shall constitute Bank Product Providers and the obligations with 
respect to Bank Products provided by such former Lender or any of its Affiliates shall no longer constitute Bank Product Obligations. 
"Bank Product Provider Agreement" means an agreement in substantially the form attached hereto as Exhibit B-2 to 
this Agreement, in form and substance satisfactory to Agent, duly executed by the applicable Bank Product Provider, the applicable 
Loan Parties, and Agent.
"Bank Product Reserve" means, as of any date of determination, the lesser of (a) $3,000,000 and (b) those reserves 
that Agent deems reasonably necessary or appropriate to establish (based upon the Bank Product Providers' reasonable determination 
of the credit exposure of Borrower and its Subsidiaries in respect of Bank Products as notified to Agent) in respect of Bank Products 
then provided or outstanding.
"Bankruptcy Code" means title 11 of the United States Code, as in effect from time to time.

 
"Base Rate" means, for any day, the greatest of (a) the Floor, (b) the Federal Funds Rate in effect on such day plus 
½%, (c) Term SOFR for a one month tenor in effect on such day, plus 1%, provided that this clause (c) shall not be applicable during 
any period in which Term SOFR is unavailable or unascertainable, and (d) the rate of interest announced, from time to time, within 
Wells Fargo at its principal office in San Francisco as its "prime rate" in effect on such day, with the understanding that the "prime 
rate" is one of Wells Fargo's base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of 
interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in 
such internal publications as Wells Fargo may designate.
"Base Rate Loan" means the portion of the Advances that bears interest at a rate determined by reference to the Base 
Rate.
"Base Rate Margin" means, as of any date of determination, the following percentages per annum, based upon 
Average Margin Availability:
Level
Average Margin Availability
Base Rate Margin
I
< 17% of the Maximum Revolver Amount 
0.75 %
II
> 17% of the Maximum Revolver Amount but < 25% 
of the Maximum Revolver Amount
0.50%
III
> 25% of the Maximum Revolver Amount
0.25%
 
The Base Rate Margin shall be adjusted in accordance with the foregoing on the first day of each calendar month; 
provided, that for the period from the Second Amendment Closing Date through and including September 30, 2023, the Base Rate 
Margin shall be set at the margin in the row styled "Level III".  
"Benchmark" means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has 
occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then "Benchmark" means the applicable 
Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 
2.13(d)(iii)(A).
"Benchmark Replacement" means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate 
benchmark rate that has been selected by Agent and Borrower giving due consideration to (i) any selection or recommendation of a 
replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or 
then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for Dollar-
denominated syndicated credit facilities and (b) the related Benchmark Replacement Adjustment; provided that if such Benchmark 
Replacement as so 

 
determined would be less than the Floor, such Benchmark Replacement shall be deemed to be the Floor for the purposes of the 
Agreement and the other Loan Documents.
"Benchmark Replacement Adjustment" means, with respect to any replacement of the then-current Benchmark with 
an Unadjusted Benchmark Replacement for any applicable Available Tenor, the spread adjustment, or method for calculating or 
determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by Agent and 
Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or 
determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement 
by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or 
method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted 
Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.
"Benchmark Replacement Date" means the earliest to occur of the following events with respect to the then-current 
Benchmark:
(a)
in the case of clause (a) or (b) of the definition of "Benchmark Transition Event," the later of (i) the date of 
the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark 
(or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors  of 
such Benchmark (or such component thereof); or 
(b)
in the case of clause (c) of the definition of "Benchmark Transition Event," the first date on which such 
Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory 
supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-
representativeness will be determined by reference to the most recent statement or publication referenced  in such clause (c) and even 
if any Available Tenor of such Benchmark (or such component  thereof) continues to be provided on such date.
For the avoidance of doubt, the "Benchmark Replacement Date" will be deemed to have occurred in the case of clause (a) or (b) with 
respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current 
Available Tenors of such Benchmark (or the published component used in the calculation thereof).
"Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the 
then-current Benchmark:
(a)
a public statement or publication of information by or on behalf of the administrator of such Benchmark (or 
the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all 
Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such 
statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or 
such component thereof);

 
(b)
a public statement or publication of information by the regulatory supervisor for the administrator of such 
Benchmark (or the published component used in the calculation thereof), the Board of Governors, the Federal Reserve Bank of New 
York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority 
with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or 
resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such 
Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component 
thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that 
will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
(c)
a public statement or publication of information by the regulatory supervisor for the administrator of such 
Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or 
such component thereof) are not, or as of a specified future date will not be, representative.
For the avoidance of doubt, if the then-current Benchmark has any Available Tenors, a "Benchmark Transition 
Event" will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth 
above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the 
calculation thereof).
"Benchmark Transition Start Date" means, in the case of a Benchmark Transition Event, the earlier of (a) the 
applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of 
information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of 
information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of 
such statement or publication).
"Benchmark Unavailability Period" means the period (if any) (x) beginning at the time that a Benchmark 
Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes 
hereunder and under any Loan Document in accordance with Section 2.13(d)(iii) and (y) ending at the time that a Benchmark 
Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with 
Section 2.13(d)(iii). 
"Beneficial Ownership Certification" means a certification regarding beneficial ownership as required by the 
Beneficial Ownership Regulations.
"Beneficial Ownership Regulation" means 31 C.F.R. § 1010.230.
"Benefit Plan" means a "defined benefit plan" (as defined in Section 3(35) of ERISA) for which Borrower or any 
Subsidiary or ERISA Affiliate of Borrower has been an "employer" (as defined in Section 3(5) of ERISA) within the past six years.
"BHC Act Affiliate" of a Person means an "affiliate" (as such term is defined under, and interpreted in accordance 
with, 12 U.S.C. 1841(k)) of such Person.

 
"Board of Directors" means the board of directors (or comparable managers) of Borrower or any committee thereof 
duly authorized to act on behalf of the board of directors (or comparable managers).
"Board of Governors" means the Board of Governors of the Federal Reserve System of the United States (or any 
successor).
"Borrower" has the meaning specified therefor in the preamble to the Agreement.
"Borrowing" means a borrowing hereunder consisting of Advances made on the same day by the Lenders (or Agent 
on behalf thereof), or by Swing Lender in the case of a Swing Loan, or by Agent in the case of a Protective Advance.
"Borrowing Base" means, as of any date of determination, the result of:
(a)
85% of the amount of Eligible Accounts (other than Seed Exchange Accounts and Governmental Accounts) in respect 
of which the Account Debtor is located in the United States or Canada, plus
(b)
the lesser of
(i)
85% of the amount of Eligible Accounts (other than Seed Exchange Accounts and Governmental Accounts) in 
respect of which the Account Debtor is not located in the United States or Canada, and
(ii) 
$5,000,000, plus
(c)
the lesser of
(i) 
85% of the amount of Eligible Accounts that are Governmental Accounts, and
(ii) 
$2,000,000, plus
(d)
the lesser of
(i) 
50% of the amount of Eligible Accounts that are Seed Exchange Accounts, and
(ii) 
$4,000,000, plus
(e)
the lowest of 
(i)
70% of the value of Eligible Inventory (excluding Seed Inventory, Packaging Inventory and Inventory in 
transit from one location of Borrower to another), less the Grower Payable Reserve,
(ii)
85% times the most recently determined Net Liquidation Percentage times the book value of Borrower's 
Inventory (excluding Seed Inventory, Packaging Inventory 

 
and Inventory in transit from one location of Borrower to another), less the Grower Payable Reserve and
(iii)
(A) at any time during the months of December, January, February, March, April, and May, $117,500,000 
and, (B) at all other times, $97,500,000 (in each case, the "Inventory Sublimit"), plus
(f)
the lowest of
(i) 
35% of the value of Eligible Inventory that is Packaging Inventory,
(ii)  
85% times the most recently determined gross liquidation value of Eligible Inventory constituting Packaging 
Inventory, and
(iii)
$3,500,000, plus
(g)
the lesser of
(i)  
50% of the value of Eligible Inventory constituting Seed Inventory, and
(ii)
$2,000,000, plus
(h)
the lesser of
(i)
70% of the value of Eligible Inventory in transit from one location of the Borrower to another, and
(ii)
$1,000,000, plus
(i)
[Reserved], minus 
(j)
the sum of (i) the Dilution Reserve, if any, (ii) the Bank Product Reserve, and (iii) the aggregate amount of 
other reserves, if any, established by Agent under Section 2.1(b).
"Borrowing Base Certificate" means a certificate in the form of Exhibit B-1, which such form of Borrowing Base 
Certificate may be amended, restated, supplemented or otherwise modified from time to time (including without limitation changes to 
the format thereof), as approved by Agent. 
"Business Day" means any day that is not a Saturday, Sunday or other day on which the Federal Reserve Bank of 
New York is closed.
"Capital Expenditures" means, with respect to any Person for any period, the aggregate of all expenditures by such 
Person and its Subsidiaries during such period that are capital expenditures as determined in accordance with GAAP, whether such 
expenditures are paid in cash or financed, excluding (a) expenditures paid with insurance or condemnation proceeds, (b) expenditures 
which reinvest the proceeds of asset sales, and (c) expenditures for leasehold improvements to the extent reimbursed by the applicable 
landlord.

 
"Capitalized Lease Obligation" means that portion of the obligations under a Capital Lease that is required to be 
capitalized in accordance with GAAP.
"Capital Lease" means, subject to Section 1.2, a lease that is required to be capitalized for financial reporting 
purposes in accordance with GAAP (but excluding, for the avoidance of doubt, any "operating lease").
"Cash Equivalents" means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United 
States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within 1 year 
from the date of acquisition thereof, (b) marketable direct obligations issued by any state of the United States or any political 
subdivision of any such state or any public instrumentality thereof maturing within 1 year from the date of acquisition thereof and, at 
the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor's Rating Group ("S&P") or 
Moody's Investors Service, Inc. ("Moody's"), (c) commercial paper maturing no more than 270 days from the date of creation thereof 
and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody's, (d) certificates of deposit, time 
deposits, overnight bank deposits or bankers' acceptances maturing within 1 year from the date of acquisition thereof issued by any 
bank organized under the laws of the United States or any state thereof having at the date of acquisition thereof combined capital and 
surplus of not less than $250,000,000, (e) Deposit Accounts maintained with (i) any bank that satisfies the criteria described in clause 
(d) above, or (ii) any other bank organized under the laws of the United States or any state thereof so long as the amount maintained 
with any such other bank is less than or equal to $100,000 and is insured by the Federal Deposit Insurance Corporation, (f) repurchase 
obligations of any commercial bank satisfying the requirements of clause (d) of this definition or of any recognized securities dealer 
having combined capital and surplus of not less than $250,000,000, having a term of not more than seven (7) days, with respect to 
securities satisfying the criteria in clauses (a) or (d) above, (g) debt securities with maturities of six (6) months or less from the date of 
acquisition backed by standby letters of credit issued by any commercial bank satisfying the criteria described in clause (d) above, and 
(h) Investments in money market funds or money market mutual funds substantially all of whose assets are invested in the types of 
assets described in clauses (a) through (e) above.
"Cash Management Account" has the meaning specified therefor in Section 2.7(a). 
"Cash Management Agreements" means those certain cash management agreements, in form and substance 
satisfactory to Agent, each of which is among Borrower or one of its Subsidiaries, Agent, and one of the Cash Management Banks, as 
amended, restated or otherwise modified from time to time.
"Cash Management Bank" has the meaning specified therefor in Section 2.7(a).
"Cash Management Services" means any cash management or related services including treasury, depository, return 
items, overdraft, controlled disbursement, merchant store value cards, e-payables services, electronic funds transfer, interstate 
depository network, automatic clearing house transfer (including the Automated Clearing House processing of electronic funds 
transfers through the direct Federal Reserve Fedline system) and other cash management arrangements.

 
"Change in Law" means the occurrence after the date of this Agreement of:  (a) the adoption or effectiveness of any 
law, rule, regulation, judicial ruling, judgment or treaty, (b) any change in any law, rule, regulation, judicial ruling, judgment or treaty 
or in the administration, interpretation, implementation or application by any Governmental Authority of any law, rule, regulation, 
guideline or treaty, (c) any new, or adjustment to, requirements prescribed by the Board of Governors for "Eurocurrency Liabilities" 
(as defined in Regulation D of the Board of Governors), requirements imposed by the Federal Deposit Insurance Corporation, or 
similar requirements imposed by any domestic or foreign governmental authority or resulting from compliance by Agent or any 
Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority 
and related in any manner to SOFR, the Term SOFR Reference Rate or Term SOFR, or (d) the making or issuance by any 
Governmental Authority of any request, rule, guideline or directive, whether or not having the force of law; provided, that 
notwithstanding anything in this Agreement to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and 
all requests, rules, guidelines or directives thereunder or issued in connection therewith, and (ii) all requests, rules, guidelines or 
directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking 
Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, in each case, be deemed 
to be a "Change in Law," regardless of the date enacted, adopted or issued.
"Change of Control" means that (a) Permitted Holders fail to own and control, directly or indirectly, 51% or more of 
the Stock of Borrower having the right to vote for the election of a majority of the members of the Board of Directors, (b) Permitted 
Holders fail to own and control, directly or indirectly, an amount of Class A common stock that is at least 12.5% of all of the Stock of 
Borrower having the right to vote for the election of the members of the Board of Directors, (c) any "person" or "group" (within the 
meaning of Sections 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, becomes the beneficial owner (as defined in 
Rule 13d-3 under the Exchange Act), directly or indirectly, of 20%, or more, of the Stock of Borrower having the right to vote for the 
election of members of the Board of Directors, or (d) a majority of the members of the Board of Directors do not constitute Continuing 
Directors.
"Closing Date" means March 5, 2020.  
"Code" means the Illinois Uniform Commercial Code, as in effect from time to time.
"Collateral" means all assets and interests in assets and proceeds thereof now owned or hereafter acquired by 
Borrower or its Subsidiaries in or upon which a Lien is granted under any of the Loan Documents; provided, that, Collateral shall not 
include Equipment.
"Collateral Access Agreement" means a landlord waiver, bailee letter, or acknowledgement agreement of any lessor, 
warehouseman, processor, consignee, or other Person in possession of, having a Lien upon, or having rights or interests in any Loan 
Party's or its Subsidiaries' books and records, Accounts, or Inventory, in each case, in form and substance reasonably satisfactory to 
Agent, as the same may be amended, restated or otherwise modified from time to time.

 
"Collateral Use Agreement" means that certain Collateral Use and Access Agreement dated on or about the Original 
Closing Date among the Borrower, the Term Lender and Agent, as the same may be amended, restated or otherwise modified from 
time to time.
"Collection Account" means a Deposit Account of Borrower or any Loan Party, as applicable, which is used 
exclusively for deposits of collections and proceeds of Collateral and not as a disbursement or operating account upon which checks or 
other drafts may be drawn.
"Collections" means all cash, checks, notes, instruments, and other items of payment (including insurance proceeds, 
proceeds of cash sales, rental proceeds, and tax refunds, but excluding cash proceeds of assets that are not Collateral). 
"Commitment" means, with respect to each Lender, its Revolver Commitment, and, with respect to all Lenders, their 
Revolver Commitments, in each case as such Dollar amounts are set forth beside such Lender's name under the applicable heading on 
Schedule C-1 or in the Assignment and Acceptance pursuant to which such Lender became a Lender hereunder, as such amounts may 
be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1.
"Compliance Certificate" means a certificate substantially in the form of Exhibit C-1 delivered by the chief financial 
officer, vice president of finance, comptroller, principal accounting officer, treasurer, or assistant treasurer of Borrower to Agent.
"Conforming Changes" means, with respect to either the use or administration of Term SOFR or the use, 
administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes 
(including changes to the definition of "Base Rate," the definition of "Business Day," the definition of "U.S. Government Securities 
Business Day," the definition of "Interest Period" or any similar or analogous definition (or the addition of a concept of "interest 
period"), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, 
conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.12(b)(ii) and other 
technical, administrative or operational matters) that Agent decides (in consultation with Borrower) may be appropriate to reflect the 
adoption and implementation of any such rate or to permit the use and administration thereof by Agent in a manner substantially 
consistent with market practice (or, if Agent decides that adoption of any portion of such market practice is not administratively 
feasible or if Agent determines that no market practice for the administration of any such rate exists, in such other manner of 
administration as Agent decides is reasonably necessary in connection with the administration of the Agreement and the other Loan 
Documents).
"Continuing Director" means (a) any member of the Board of Directors who was a director (or comparable manager) 
of Borrower on the Closing Date, and (b) any individual who becomes a member of the Board of Directors after the Closing Date if 
such individual was appointed or nominated for election to the Board of Directors by a majority of the Continuing Directors, but 
excluding any such individual originally proposed for election in opposition to the Board of Directors in office at the Closing Date in 
an actual or threatened election contest relating 

 
to the election of the directors (or comparable managers) of Borrower and whose initial assumption of office resulted from such 
contest or the settlement thereof.
"Control Agreement" means a control agreement, in form and substance reasonably satisfactory to Agent, executed 
and delivered by Borrower or one of its Subsidiaries, Agent, and the applicable securities intermediary (with respect to a Securities 
Account) or bank (with respect to a Deposit Account), as the same may be amended, restated or otherwise modified from time to time.
"Copyright Security Agreement" has the meaning specified therefor in the Security Agreement.
"Covered Entity" means any of the following:
(a)
a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(b)
a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(c)
a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
"Covered Party" has the meaning specified therefor in Section 17.14 of the Agreement.
"Daily Balance" means, as of any date of determination and with respect to any Obligation, the amount of such 
Obligation owed at the end of such day.
"Default" means an event, condition, or default that, with the giving of notice, the passage of time, or both, would be 
an Event of Default.
"Defaulting Lender" means any Lender that (a) has failed to (i) fund all or any portion of its Borrowings within two 
(2) Business Days of the date such Borrowings were required to be funded hereunder unless such Lender notifies Agent and Borrower 
in writing that such failure is the result of such Lender's determination that one or more conditions precedent to funding (each of which 
conditions precedent, together with any applicable Default or Event of Default, shall be specifically identified in such writing) has not 
been satisfied, or (ii) pay to Agent, Issuing Lender, or any other Lender any other amount required to be paid by it hereunder 
(including in respect of its participation in Letters of Credit) within two (2) Business Days of the date when due, (b) has notified 
Borrower, Agent or Issuing Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a 
public statement to that effect (unless such writing or public statement relates to such Lender's obligation to fund a Borrowing 
hereunder and states that such position is based on such Lender's determination that a condition precedent to funding (which condition 
precedent, together with any applicable Default or Event of Default, shall be specifically identified in such writing or public statement) 
cannot be satisfied), (c) has failed, within three Business Days after written request by Agent or Borrower, to confirm in writing to 
Agent and Borrower that it will comply with its prospective funding obligations hereunder 

 
(provided, that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation 
by Agent and Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of any Insolvency 
Proceeding, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or 
similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation 
or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-in Action; provided, 
that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or 
any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or 
provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or 
writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any 
contracts or agreements made with such Lender.  Any determination by Agent that a Lender is a Defaulting Lender under any one or 
more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a 
Defaulting Lender upon delivery of written notice of such determination to Borrower, Issuing Lender, and each Lender.
"Defaulting Lender Rate" means (a) for the first 3 days from and after the date the relevant payment is due, the Base Rate, 
and (b) thereafter, the interest rate then applicable to Advances that are Base Rate Loans (inclusive of the Base Rate Margin applicable 
thereto).
"Deposit Account" means any deposit account (as that term is defined in the Code).
"Designated Account" means the Deposit Account of Borrower identified on Schedule D‑1 (or such other Deposit Account of 
Borrower located at Designated Account Bank that has been designated as such, in writing, by Borrower to Agent).
"Designated Account Bank" has the meaning specified therefor in Schedule D-1 to this Agreement (or such other bank that is 
located within the United States that has been designated as such, in writing, by Borrower to Agent).
"Dilution" means, as of any date of determination, a percentage, based upon the experience of the immediately prior 12 
consecutive months, that is the result of dividing the Dollar amount of (a) bad debt write-downs, discounts, advertising allowances, 
credits, or other dilutive items with respect to Borrower's Accounts during such period, by (b) Borrower's billings with respect to 
Accounts during such period.
"Dilution Reserve" means, as of any date of determination, an amount sufficient to reduce the advance rate against Eligible 
Accounts by 1 percentage point for each percentage point by which Dilution is in excess of 5%.
"Disqualified Stock" means any Stock that, by their terms (or by the terms of any security or other Stock into which they are 
convertible or for which they are exchangeable), or upon the happening of any event or condition (a) matures or are mandatorily 
redeemable (other than solely for Qualified Stock), pursuant to a sinking fund obligation or otherwise (except as a result of a change of 
control or asset sale so long as any rights of the holders thereof upon the occurrence of 

 
a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are 
accrued and payable and the termination of the Commitments), (b) are redeemable at the option of the holder thereof (other than solely 
for Qualified Stock), in whole or in part, (c) provide for the scheduled payments of dividends in cash, or (d) are or become convertible 
into or exchangeable for Indebtedness or any other Stock that would constitute Disqualified Stock, in each case, prior to the date that is 
180 days after the Latest Maturity Date.
"Dollars" or "$" means United States dollars.
"Domestic Subsidiary" means any Subsidiary organized under the laws of the United States of America, any State 
thereof or the District of Columbia.
"Drawing Document" means any Letter of Credit or other document presented for purposes of drawing under any 
Letter of Credit, including by electronic transmission such as SWIFT, electronic mail, facsimile or computer generated 
communication.
"EBITDA" means, with respect to any fiscal period, (a) Borrower's consolidated net earnings (or loss), minus (b)(i) 
extraordinary gains, and (ii) interest income for such period, plus (c)(i) interest expense, (ii) income taxes, (iii) depreciation and 
amortization, (iv) other non-cash expenses, charges and losses (including, without limitation, equity compensation expenses, 
retirement plan expense, impairment charges and charges and losses arising from accounting pronouncements), (v) extraordinary or 
nonrecurring non-cash losses for such period, (vi) fees, costs and expenses (including fees, costs and expenses paid to Agent, Lenders, 
the Term Lender or the Equipment Loan Lender) incurred on or prior to the Third Amendment Closing Date in connection with the 
Loan Documents, the Term Loan Documents or the Equipment Loan Documents, (vii) fees, costs and expenses deducted in the 
determination of net income for the relevant period in connection with Project Beach, provided that amounts added back to EBITDA 
pursuant to this clause shall not exceed $2,500,000 in the aggregate during the term of this Agreement, (viii) [Intentionally Omitted], 
(ix) fees, costs and expenses (including fees, costs and expenses paid to Agent, Lenders or the Equipment Loan Lender) incurred after 
the Third Amendment Closing Date in connection with the Loan Documents or the Equipment Loan Documents (in each case, 
including in connection with any amendment, consent or other modification (or proposed amendment, consent or modification) 
thereto) and fees, costs and expenses paid or reimbursed to (or for the benefit of) Agent, the Lenders, Issuing Lender, any Indemnified 
Person, any Bank Product Provider, the Term Lender or the Equipment Loan Lender, provided, that the aggregate amount of all added 
back to net earnings (or loss) during such fiscal period pursuant to this clause (ix), together with the aggregate amount of all amounts 
added back to net earnings (or loss) during such fiscal period pursuant to clauses (x) and (xi) below, shall not exceed twenty percent 
(20%) of EBITDA calculated before giving effect to such add-backs, (x) all accruals, payments and expenses (including 
rationalization, legal, tax, structuring and other fees, costs and expenses (including professional fees, costs and expenses) related 
thereto), or any amortization thereof, related to any Permitted Acquisitions (in each case, including any such transaction consummated 
on or prior to the Closing Date and any such transaction undertaken but not completed), provided, that the aggregate amount of all 
added back to net earnings (or loss) during such fiscal period pursuant to this clause (x), together with the aggregate amount of all 
amounts added back to net earnings (or loss) during such fiscal period pursuant to clauses (ix) above and (xi) above, shall not exceed 
twenty percent (20%) of EBITDA calculated before giving 

 
effect to such add-backs, and (xi) expenses incurred in connection with earn-outs and other deferred payments in connection with any 
Permitted Acquisition or other Permitted Investment (or any acquisition of any Person or assets made on or prior to the Closing Date), 
any contingent or deferred payments (including earn-outs, non-compete payments and other consulting payments) incurred in 
connection with any Permitted Acquisition or any Permitted Investment, and earn-out obligation expense (including adjustments 
thereto), in each case, to the extent paid, incurred or accrued during such period provided, that the aggregate amount of all added back 
to net earnings (or loss) during such fiscal period pursuant to this clause (xi), together with the aggregate amount of all amounts added 
back to net earnings (or loss) during such fiscal period pursuant to clauses (ix) and (x) above, shall not exceed twenty percent (20%) of 
EBITDA calculated before giving effect to such add-backs, in each case, determined on a consolidated basis in accordance with 
GAAP. For the purposes of calculating EBITDA for any period, (a) if, at any time during such period, Borrower or any of its 
Subsidiaries shall have made a Permitted Acquisition, EBITDA for such period shall be calculated after giving pro forma effect 
thereto (including pro forma adjustments arising out of events which are directly attributable to such Permitted Acquisition, are 
factually supportable, and are expected to have a continuing impact, in each case to be mutually and reasonably agreed upon by 
Borrower and Agent) as if any such Permitted Acquisition or adjustment occurred on the first day of such period).
"EEA Financial Institution" means (a) any credit institution or investment firm established in any EEA Member 
Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country 
which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA 
Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated 
supervision with its parent.
"EEA Member Country" means any of the member states of the European Union, Iceland, Liechtenstein, and 
Norway.
"EEA Resolution Authority" means any public administrative authority or any person entrusted with public 
administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA 
Financial Institution.
"Eligible Accounts" means those Accounts created by Borrower in the ordinary course of its business, that arise out 
of Borrower's sale of goods or rendition of services, that comply with each of the representations and warranties respecting Eligible 
Accounts made in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set 
forth below; provided, however, that such criteria may be revised from time to time by Agent in Agent's Permitted Discretion to 
address the results of any audit performed by Agent from time to time after the Closing Date.  In determining the amount to be 
included, Eligible Accounts shall be calculated net of customer deposits and unapplied cash.  Eligible Accounts shall not include the 
following:
(a)
Accounts (other than Seed Exchange Accounts) that the Account Debtor has failed to pay within 90 days of 
original invoice date, and Seed Exchange Accounts that the Account Debtor has failed to pay within 270 days of original invoice date,

 
(b)
Accounts owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that 
Account Debtor (or its Affiliates) are deemed ineligible under clause (a) above,
(c)
Accounts with respect to which the Account Debtor is an Affiliate of Borrower or an employee or agent of 
Borrower or any Affiliate of Borrower,
(d)
Accounts arising in a transaction wherein goods are placed on consignment or are sold pursuant to a 
guaranteed sale, a sale or return, a sale on approval, a bill and hold, or any other terms by reason of which the payment by the Account 
Debtor may be conditional,
(e)
Accounts that are not payable in Dollars or Canadian dollars (it being understood and agreed that the portion 
of Seed Exchange Accounts payable in Dollars and not in kind shall not be excluded under this clause (e)),
(f)
Accounts with respect to which the Account Debtor is the government of any foreign country or foreign 
sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public 
corporation, or other instrumentality thereof, unless (x) the Account is supported by an irrevocable letter of credit satisfactory to Agent 
(as to form, substance, and issuer or domestic confirming bank) that has been delivered to Agent and is directly drawable by Agent, or 
(y) the Account is covered by credit insurance in form, substance, and amount, and by an insurer, satisfactory to Agent,
(g)
[Reserved.],
(h)
Accounts with respect to which the Account Debtor is a creditor of Borrower, has or has asserted a right of 
setoff, or has disputed its obligation to pay all or any portion of the Account, to the extent of such claim, right of setoff, or dispute,
(i)
Accounts with respect to an Account Debtor whose Eligible Accounts owing to Borrower exceed 10% (or 
with respect to (i) Wal-Mart Stores, Inc. and its subsidiaries and affiliates, 50%, (ii) Frito-Lay North America, Inc., 20%, or (iii) 
Target Corporation and its subsidiaries and affiliates, 25%, each such percentage, as applied to a particular Account Debtor, being 
subject to reduction by Agent in its Permitted Discretion if the creditworthiness of such Account Debtor deteriorates) of all Eligible 
Accounts, to the extent of the obligations owing by such Account Debtor in excess of such percentage; provided, however, that, in 
each case, the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by 
Agent based on all of the otherwise Eligible Accounts prior to giving effect to any eliminations based upon the foregoing 
concentration limit,
(j)
Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, 
has gone out of business, or as to which Borrower has received notice of an imminent Insolvency Proceeding or a material impairment 
of the financial condition of such Account Debtor,
(k)
Accounts with respect to which the Account Debtor is located in a state or jurisdiction (e.g., New Jersey, 
Minnesota, and West Virginia) that requires, as a condition to access to the courts of such jurisdiction, that a creditor qualify to 
transact business, file a business 

 
activities report or other report or form, or take one or more other actions, unless Borrower has so qualified, filed such reports or 
forms, or taken such actions (and, in each case, paid any required fees or other charges), except to the extent that Borrower may 
qualify subsequently as a foreign entity authorized to transact business in such state or jurisdiction and gain access to such courts, 
without incurring any cost or penalty viewed by Agent to be significant in amount, and such later qualification cures any access to 
such courts to enforce payment of such Account,
(l)
Accounts, the collection of which, Agent, in its Permitted Discretion, believes to be doubtful by reason of the 
Account Debtor's financial condition, 
(m)
Accounts that are not subject to a valid and perfected first priority Agent's Lien,
(n)
Accounts with respect to which (i) the goods giving rise to such Account have not been shipped and billed to 
the Account Debtor, or (ii) the services giving rise to such Account have not been performed and billed to the Account Debtor, or
(o)
Accounts that represent the right to receive progress payments or other advance billings that are due prior to 
the completion of performance by Borrower of the subject contract for goods or services.
"Eligible Inventory" means Inventory consisting of first quality raw materials and finished goods held for sale in the 
ordinary course of Borrower's business that complies with each of the representations and warranties respecting Eligible Inventory 
made in the Loan Documents, and that is not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; 
provided, however, that such criteria may be revised from time to time by Agent in Agent's Permitted Discretion to address the results 
of any audit or appraisal performed by Agent from time to time after the Closing Date.  In determining the amount to be so included, 
Inventory shall be valued at the lower of cost or market on a basis consistent with Borrower's historical accounting practices.  An item 
of Inventory shall not be included in Eligible Inventory if:
(a)
Borrower does not have good, valid, and marketable title thereto,
(b)
it is not located at one of the locations in the continental United States set forth on Schedule E-1 (or in-transit 
from one such location to another such location), as such schedule may be amended from time to time upon written notice to Agent,
(c)
it is located on real property leased by Borrower or in a contract warehouse, in each case, unless, within 90 
days after the Closing Date, it is subject to a Collateral Access Agreement executed by the lessor or warehouseman, as the case may 
be, and unless it is segregated or otherwise separately identifiable from goods of others, if any, stored on the premises,
(d)
it is not subject to a valid and perfected first priority Agent's Lien, subject in terms of priority only to 
Permitted Liens of the type described in clauses (b), (c) and (g) of the definition thereof, 
(e)
it consists of goods returned or rejected by Borrower's customers,

 
(f)
it is Seed Inventory during any period other than February 1 through June 30 of any year, 
(g)
it consists of goods that are obsolete or slow moving, restrictive or custom items, work-in-process, or goods 
that constitute spare parts, shipping materials, supplies used or consumed in Borrower's business (in each case, other than Packaging 
Inventory), bill and hold goods, defective goods, "seconds," or Inventory acquired on consignment, or
(h)
it was acquired in connection with a Permitted Acquisition, until the completion of a field examination (and, 
if required by the Lenders, an appraisal; provided that no such appraisal shall be required in connection with the Orchard Valley 
Acquisition) of such Inventory, in each case, reasonably satisfactory to Agent (which field examination (and, if applicable, appraisal) 
may be conducted prior to the closing of such Permitted Acquisition).
"Eligible Transferee" means (a) a commercial bank organized under the laws of the United States, or any state 
thereof, and having total assets in excess of $250,000,000, (b) a commercial bank organized under the laws of any other country which 
is a member of the Organization for Economic Cooperation and Development or a political subdivision of any such country and which 
has total assets in excess of $250,000,000, provided that such bank is acting through a branch or agency located in the United States, 
(c) a finance company, insurance company, financial institution, or fund that is engaged in making, purchasing, or otherwise investing 
in commercial loans in the ordinary course of its business and having (together with its Affiliates) total assets in excess of 
$250,000,000, (d) any Affiliate (other than individuals) of a Lender, (e) so long as no Event of Default has occurred and is continuing, 
any other Person approved by Agent and Borrower (which approval of Borrower shall not be unreasonably withheld, delayed, or 
conditioned), and (f) during the continuation of an Event of Default, any other Person approved by Agent.
"Environmental Actions" means any written complaint, summons, citation, notice, directive, order, claim, litigation, 
investigation, judicial or administrative proceeding, judgment, letter, or other written communication from any Governmental 
Authority, or any third party involving violations of Environmental Laws or releases of Hazardous Materials from (a) any assets, 
properties, or businesses of Borrower, its Subsidiaries, or any of their predecessors in interest, (b) from adjoining properties or 
businesses, or (c) from or onto any facilities which received Hazardous Materials generated by Borrower, its Subsidiaries, or any of 
their predecessors in interest.
"Environmental Law" means any applicable federal, state, provincial, foreign or local statute, law, rule, regulation, 
ordinance, code, binding and enforceable guideline, binding and enforceable written policy, or rule of common law now or hereafter in 
effect and in each case as amended, or any judicial or administrative interpretation thereof, including any judicial or administrative 
order, consent decree or judgment, in each case, to the extent binding on Borrower or its Subsidiaries, relating to the environment, the 
effect of the environment on employee health, or Hazardous Materials, in each case as amended from time to time.
"Environmental Liabilities" means all liabilities, monetary obligations, losses, damages, punitive damages, 
consequential damages, treble damages, costs and expenses 

 
(including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility 
studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any 
Governmental Authority or any third party, and which relate to any Environmental Action.
"Environmental Lien" means any Lien in favor of any Governmental Authority for Environmental Liabilities.
"Equipment" means equipment (as that term is defined in the Code).
"Equipment Loan Agreement" means that certain Master Loan Agreement dated as of June 16, 2025 between 
Borrower and Equipment Loan Lender, as the same may be amended, restated, supplemented, renewed, extended, substituted or 
otherwise modified from time to time, all in accordance with the terms of the Agreement and the Equipment Loan Intercreditor 
Agreement.
"Equipment Loan Collateral" means (i) all equipment now owned or hereafter acquired by Borrower, and any 
accessories, parts, betterments, repairs, substitutions or replacements thereto, (ii) all accounts and inventory now owned or hereafter 
acquired by Borrower and (iii) all proceeds of the foregoing.
"Equipment Loan Documents" means the Equipment Loan Agreement, the Equipment Security Agreement and all 
other agreements and instruments executed in connection therewith as the same may be amended, restated, supplemented, renewed, 
extended, or otherwise modified from time to time, including any agreement entered in connection with any Permitted Refinancing 
thereof, as such agreement may be amended, restated, supplemented, renewed, extended or otherwise modified from time to time, all 
in accordance with the terms of the Agreement and the Equipment Loan Intercreditor Agreement.
"Equipment Loan Intercreditor Agreement" means that certain Intercreditor Agreement dated as of June 16, 2025 
between Equipment Loan Lender and Agent, as amended, restated, supplemented, renewed, extended or otherwise modified from time 
to time, and any intercreditor agreement in form and substance reasonably acceptable to Agent entered into by Agent and Equipment 
Loan Lender replacing or in substitution of such Intercreditor Agreement in connection with a Permitted Refinancing of the 
Equipment Loan Obligations.
"Equipment Loan Lender" means Wells Fargo Bank, N.A., together with its successors and assigns, and any other 
holder(s) of Equipment Loan Obligations pursuant to the Equipment Loan Documents from time to time.
"Equipment Loan Obligations" means the obligations of Borrower under the Equipment Loan Documents, as the 
same may be amended, restated, supplemented, renewed, extended or otherwise modified from time to time, and any Permitted 
Refinancing thereof, all in accordance with the terms of this Agreement.
"Equipment Security Agreement" means that certain Security Agreement dated as of June 16, 2025 between 
Borrower and Equipment Loan Lender, as the same may be amended, restated, supplemented, renewed, extended, substituted, 
replaced or otherwise modified from time 

 
to time, all in accordance with the terms of the Agreement and the Equipment Loan Intercreditor Agreement.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute 
thereto.  
"ERISA Affiliate" means (a) any Person subject to ERISA whose employees are treated as employed by the same 
employer as the employees of Borrower or its Subsidiaries under IRC Section 414(b), (b) any trade or business subject to ERISA 
whose employees are treated as employed by the same employer as the employees of Borrower or its Subsidiaries under IRC Section 
414(c), (c) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any organization subject to ERISA that is a 
member of an affiliated service group of which Borrower or any of its Subsidiaries is a member under IRC Section 414(m), or (d) 
solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any Person subject to ERISA that is a party to an 
arrangement with Borrower or any of its Subsidiaries and whose employees are aggregated with the employees of Borrower or its 
Subsidiaries under IRC Section 414(o).
"EU Bail-In Legislation Schedule" means the EU Bail-In Legislation Schedule published by the Loan Market 
Association (or any successor person), as in effect from time to time.
"Event of Default" has the meaning specified therefor in Section 7.
"Excess Availability" means, as of any date of determination, the amount equal to Availability.
"Exchange Act" means the Securities Exchange Act of 1934, as in effect from time to time.
"Excluded Account" means (i) payroll accounts, (ii) withholding, tax and employee benefit accounts, (iii) any 
escrow, trust or similar accounts, (iv) separate and distinct, non-commingled accounts and deposits held on behalf of customers and 
Account Debtors, (v) tax accounts (including, without limitation, sales tax accounts), (vi) any tax benefits, escrow accounts, fiduciary 
or trust accounts for the benefit of third parties, (vii) zero balance accounts, (ix) the Term Lender Collateral Account, and (x) other 
accounts with average monthly balances not in excess of $500,000 in the aggregate for all such accounts, and in each case, any funds 
and other property held in or maintained in any such accounts.
"Excluded Collateral" has the meaning specified therefor in the Security Agreement.
"Excluded Swap Obligation" means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, 
all or a portion of the guaranty of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap 
Obligation (or any guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the 
Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party's 
failure for any reason to constitute an "eligible contract participant" as defined in the Commodity Exchange Act and the regulations 
thereunder at the time 

 
the guaranty of such Loan Party or the grant of such security interest becomes effective with respect to such Swap Obligation.  If a 
Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of 
such Swap Obligation that is attributable to swaps for which such guaranty or security interest is or becomes illegal.
"Excluded Taxes" means (i) any tax imposed on the net income or net profits of any Lender or any Participant 
(including any branch profits taxes), in each case imposed by the jurisdiction (or by any political subdivision or taxing authority 
thereof) in which such Lender or such Participant is organized or the jurisdiction (or by any political subdivision or taxing authority 
thereof) in which such Lender's or such Participant's principal office is located in each case as a result of a present or former 
connection between such Lender or such Participant and the jurisdiction or taxing authority imposing the tax (other than any such 
connection arising solely from such Lender or such Participant having executed, delivered or performed its obligations or received 
payment under, or enforced its rights or remedies under the Agreement or any other Loan Document); (ii) taxes resulting from a 
Lender's or a Participant's failure to comply with the requirements of Section 16(c) of the Agreement, (iii) any United States federal 
withholding taxes that would be imposed on amounts payable to a Foreign Lender based upon the applicable withholding rate in effect 
at the time such Foreign Lender becomes a party to the Agreement (or designates a new lending office), except that Taxes shall 
include (A) any amount that such Foreign Lender (or its assignor, if any) was previously entitled to receive pursuant to Section 16(a) 
of the Agreement, if any, with respect to such withholding tax at the time such Foreign Lender becomes a party to the Agreement (or 
designates a new lending office), and (B) additional United States federal withholding taxes that may be imposed after the time such 
Foreign Lender becomes a party to the Agreement (or designates a new lending office), as a result of a change in law, rule, regulation, 
order or other decision with respect to any of the foregoing by any Governmental Authority, and (iv) any United States federal 
withholding taxes imposed under FATCA.
"Extension" has the meaning specified therefor in Section 2.16(a) of the Agreement.
"Extension Offer" has the meaning specified therefor in Section 2.16(a) of the Agreement.
"Extended Revolver Commitment" has the meaning specified therefor in Section 2.16(a) of the Agreement.
"Extending Revolver Lender" has the meaning specified therefor in Section 2.16(a) of this Agreement.
"FATCA" means Sections 1471 through 1474 of the IRC, as of the date of this Agreement (or any amended or 
successor version that is substantively comparable and not materially more onerous to comply with), and (a) any current or future 
regulations or official interpretations thereof, (b) any agreements entered into pursuant to Section 1471(b)(1) of the IRC, and (c) any 
intergovernmental agreement entered into by the United States (or any fiscal or regulatory legislation, rules, or practices adopted 
pursuant to any such intergovernmental agreement entered into in connection therewith).

 
"FCPA" means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.
"Federal Funds Rate" means, for any period, a fluctuating interest rate per annum equal to, for each day during such 
period, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as 
published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any 
day which is a Business Day, the average of the quotations for such day on such transactions received by Agent from three Federal 
funds brokers of recognized standing selected by it (and, if any such rate is below zero, then the rate determined pursuant to this 
definition shall be deemed to be zero).
"Federal Reserve Bank of New York's Website" means the website of the Federal Reserve Bank of New York at 
http://www.newyorkfed.org, or any successor source.
"Fee Letter" means that certain fifth amended and restated fee letter dated as of the Closing Date between Borrower 
and Agent, as the same may be amended, restated or otherwise modified from time to time.
"First Amendment Effective Date" means March 8, 2010.
"Fixed Charges" means, with respect to any fiscal period and with respect to Borrower determined on a consolidated 
basis in accordance with GAAP, the sum, without duplication, of (a) Interest Expense paid in cash during such period, (b) regularly 
scheduled principal payments of Indebtedness during such period, (c) earnout payments made during such period on Indebtedness 
permitted pursuant to Section 6.1(h), and (d) dividends, distributions, purchases, acquisitions, redemptions and retirements on or of its 
Stock to the extent paid in cash made during such period in accordance with Section 6.10 (excluding dividends, distributions, 
purchases, acquisitions, redemptions and retirements in an aggregate amount not to exceed $40,000,000 made during the twelve month 
period ending on the last day of such period).
"Fixed Charge Coverage Ratio" means, with respect to Borrower for any period, the ratio of (i) EBITDA for such 
period, minus Capital Expenditures not financed with the proceeds of Indebtedness and made (to the extent not already incurred in a 
prior period) or incurred during such period, minus all federal, state, and local income taxes paid in cash during such period, plus, to 
the extent not already included in EBITDA, cash tax refunds and receipts for such period to (ii) Fixed Charges for such period.
"Flood Laws" means the National Flood Insurance Act of 1968, Flood Disaster Protection Act of 1973, and related 
laws, rules and regulations, including any amendments or successor provisions.
"Floor" means a rate of interest equal to 0%.
"Foreign Lender" means any Lender or Participant that is not a United States person within the meaning of IRC 
section 7701(a)(30).

 
"FSA" means the Food Security Act of 1985, as amended, or any successor statute thereto.
"FSA State" means Alabama, Colorado, Idaho, Louisiana, Minnesota, Mississippi, Montana, Nebraska, New 
Hampshire, New Mexico, North Dakota, Oklahoma, Oregon, South Dakota, Utah, Vermont, West Virginia, Wyoming and any other 
state of the United States of America that is certified after the date hereof to have a "central filing system" as defined in the FSA. 
"Funded Indebtedness" means, as of any date of determination, all Indebtedness for borrowed money or letters of 
credit of Borrower, determined on a consolidated basis in accordance with GAAP, that by its terms matures more than one year after 
the date of calculation, and any such Indebtedness maturing within one year from such date that is renewable or extendable at the 
option of Borrower or its Subsidiaries, as applicable, to a date more than one year from such date, including, in any event, but without 
duplication, with respect to Borrower and its Subsidiaries, the Revolver Usage, the Term Loan, and the amount of their Capital Lease 
Obligations.
"Funding Date" means the date on which a Borrowing occurs.
"Funding Losses" has the meaning specified therefor in Section 2.13(b)(ii).
"GAAP" means generally accepted accounting principles as in effect from time to time in the United States, 
consistently applied.
"Governing Documents" means, with respect to any Person, the certificate or articles of incorporation, by-laws, or 
other organizational documents of such Person.
"Governmental Accounts" means any Account with respect to which the Account Debtor is either (i) the United 
States or any department, agency, or instrumentality of the United States (exclusive, however, of Accounts with respect to which 
Borrower has complied, to the reasonable satisfaction of Agent, with the Assignment of Claims Act, 31 USC §3727), or (ii) any state 
of the United States.
"Governmental Authority" means any federal, state, local, or other governmental or administrative body, 
instrumentality, board, department, or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or 
other similar dispute-resolving panel or body.
"Grower Payable Reserve" means, as of any date of determination, the amount of reserves that Agent has established 
in respect of accounts payable of Borrower and its Subsidiaries then outstanding to growers or suppliers of agricultural products based 
upon the then most recently delivered information regarding accounts payable required to be delivered pursuant to Section 5.3.
"Growers' Lien Laws" means, collectively, state and federal laws of the United States of America applicable to 
Borrower's purchase of agricultural products on credit from any selling party that create a Lien or imposes a trust upon the agricultural 
products sold and/or the proceeds of such agricultural products for the benefit of such selling party or a creditor thereof to secure 
payment for such agricultural products.

 
"Guarantor" means each Person that becomes a guarantor after the Closing Date pursuant to Section 5.16 of the 
Agreement.
"Guaranty" means a general continuing guaranty in the form of Exhibit G-1 hereto.
"Hazardous Materials" means (a) substances that are defined or listed in, or otherwise classified pursuant to, any 
applicable laws or regulations as "hazardous substances," "hazardous materials," "hazardous wastes," "toxic substances," or any other 
formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, 
reactivity, carcinogenicity, reproductive toxicity, or "EP toxicity", (b) oil, petroleum, or petroleum derived substances, natural gas, 
natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated with the exploration, development, or 
production of crude oil, natural gas, or geothermal resources, (c) any flammable substances or explosives or any radioactive materials, 
and (d) asbestos in any form or electrical equipment that contains any oil or dielectric fluid containing levels of polychlorinated 
biphenyls in excess of 50 parts per million.
"Hedge Agreement" means a "swap agreement" as that term is defined in Section 101(53B)(A) of the Bankruptcy 
Code.
"Hedge Obligations" means any and all obligations or liabilities, whether absolute or contingent, due or to become 
due, now existing or hereafter arising, of each Loan Party and its Subsidiaries arising under, owing pursuant to, or existing in respect 
of Hedge Agreements entered into with one or more of the Hedge Providers.
"Hedge Provider" means any Bank Product Provider that is a party to a Hedge Agreement with a Loan Party or its 
Subsidiaries or otherwise provides Bank Products under clause (f) of the definition thereof; provided, that if, at any time, a Lender 
ceases to be a Lender under this Agreement (prior to the payment in full of the Obligations), then, from and after the date on which it 
ceases to be a Lender thereunder, neither it nor any of its Affiliates shall constitute Hedge Providers and the obligations with respect to 
Hedge Agreements entered into with such former Lender or any of its Affiliates shall no longer constitute Hedge Obligations.
"Holdout Lender" has the meaning specified therefor in Section 14.2(a).
"Immaterial Subsidiary" means each Subsidiary of a Loan Party that is not a Material Subsidiary (for the avoidance 
of doubt, JBSS Ventures, LLC shall constitute an Immaterial Subsidiary as of the Closing Date). 
"Incremental Amendment" has the meaning specified therefor in Section 2.15.
"Indebtedness" means (a) all obligations for borrowed money, (b) all obligations evidenced by bonds, debentures, 
notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, or 
other financial products, (c) all obligations as a lessee under Capital Leases, (d) all obligations or liabilities of others secured by a Lien 
on any asset of a Person or its Subsidiaries, irrespective of whether such obligation or liability is assumed, (e) earnouts and all other 
obligations to pay the deferred purchase price of assets (other than (i) trade payables incurred in the ordinary course of business and 
repayable in accordance with customary trade practices and (ii) royalty payments payable in the ordinary course of business 

 
in respect of non-exclusive licenses in an aggregate amount not exceeding $1,000,000), (f) all obligations owing under Hedge 
Agreements, and (g) any obligation guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-
made, discounted, or sold with recourse) any obligation of any other Person that constitutes Indebtedness under any of clauses (a) 
through (f) above.  For purposes of this definition, (i) the amount of any Indebtedness represented by a guaranty or other similar 
instrument shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for 
which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Indebtedness, and (ii) the 
amount of any Indebtedness which is limited or is non-recourse to a Person or for which recourse is limited to an identified asset shall 
be valued at the lesser of (A) if applicable, the limited amount of such obligations, and (B) if applicable, the fair market value of such 
assets securing such obligation.
"Indemnified Liabilities" has the meaning specified therefor in Section 10.3.
"Indemnified Person" has the meaning specified therefor in Section 10.3.
"Indemnified Taxes" means, (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made 
by, or on account of any obligation of, any Loan Party under any Loan Document, and (b) to the extent not otherwise described in the 
foregoing clause (a), Other Taxes.
"Insolvency Proceeding" means any proceeding commenced by or against any Person under any provision of the 
Bankruptcy Code or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or 
informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other 
similar relief.
"Intercompany Subordination Agreement" means a subordination agreement executed and delivered by Borrower, 
each of its Subsidiaries, and Agent, the form and substance of which is reasonably satisfactory to Agent.
"Interest Expense" means, for any period, the aggregate of the interest expense of Borrower for such period, 
determined on a consolidated basis in accordance with GAAP.
"Interest Period" means, with respect to any SOFR Loan, a period commencing on the date of the making of such 
SOFR Loan (or the continuation of a SOFR Loan or the conversion of a Base Rate Loan to a SOFR Loan) and ending 1, 3 or 6 months 
thereafter; provided, that (a) interest shall accrue at the applicable rate based upon Term SOFR from and including the first day of each 
Interest Period to, but excluding, the day on which any Interest Period expires, (b) any Interest Period that would end on a day that is 
not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, 
in which case such Interest Period shall end on the next preceding Business Day, (c) with respect to an Interest Period that begins on 
the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at 
the end of such Interest Period), the Interest Period shall end on the last Business Day of the calendar month that is 1, 3 or 6 months 
after the date on which the Interest Period began, as applicable, (d) Borrower may not elect an 

 
Interest Period which will end after the Maturity Date and (e) no tenor that has been removed from this definition pursuant to Section 
2.13(d)(iii)(D) shall be available for specification in any SOFR Notice or conversion or continuation notice.
"Inventory" means inventory (as that term is defined in the Code).
"Inventory Sublimit" has the meaning specified in the definition of "Borrowing Base" contained in this Schedule 1.1.
"Investment" means, with respect to any Person, any investment by such Person in any other Person (including 
Affiliates) in the form of loans, guarantees, advances, capital contributions (excluding (a) commission, travel, and similar advances to 
officers and employees of such Person made in the ordinary course of business, and (b) bona fide Accounts arising in the ordinary 
course of business consistent with past practice), or acquisitions of Indebtedness, Stock, or all or substantially all of the assets of such 
other Person (or of any division or business line of such other Person), and any other items that are or would be classified as 
investments on a balance sheet prepared in accordance with GAAP.  The amount of any Investment shall be the original cost of such 
Investment plus the cost of all additions thereto, without any adjustment for increases or decreases in value, or write-ups, write-downs, 
or write-offs with respect to such Investment.
"IRB Documents" means the Trust Indenture dated as of June 1, 1987 between the Decatur County-Bainbridge 
Industrial Development Authority, as Issuer, and Trust Company Bank, as Trustee, and the other documents and instruments executed 
and delivered pursuant to, or in connection with, such Trust Indenture, as the same may be amended, restated or otherwise modified 
from time to time.
"IRC" means the Internal Revenue Code of 1986, as in effect from time to time.
"ISP" means, with respect to any Letter of Credit, the International Standby Practices 1998 (International Chamber 
of Commerce Publication No. 590) and any version or revision thereof accepted by the Issuing Lender for use. 
"Issuer Document" means, with respect to any Letter of Credit, a letter of credit application, a letter of credit 
agreement, or any other document, agreement or instrument entered into (or to be entered into) by Borrower in favor of Issuing Lender 
and relating to such Letter of Credit.
"Issuing Lender" means WFCF, Wells Fargo or any other Lender that, at the request of Borrower and with the 
consent of Agent, agrees, in such Lender's sole discretion, to become an Issuing Lender for the purpose of issuing Letters of Credit 
pursuant to Section 2.12 of the Agreement, and Issuing Lender shall be a Lender or, if WFCF is the Issuing Lender, L/C Undertakings 
pursuant to Section 2.12 of the Agreement and Issuing Lender shall be a Lender.
"Latest Maturity Date" means, as of any date of determination, the latest maturity or expiration date applicable to 
any Loan or Commitment hereunder at such time, including the latest maturity of any Extended Revolver Commitment, in each case 
as extended in accordance with this Agreement from time to time.  If no Extension has been consummated pursuant to Section 2.16 of 
this Agreement, the Latest Maturity Date is the Maturity Date.

 
"L/C" means a letter of credit (as that term is defined in the Code) issued by Issuing Lender. 
"L/C Disbursement" means a payment made by the Issuing Lender pursuant to a Letter of Credit.
"L/C Margin" means, as of any date of determination, the following percentages per annum, based upon Average 
Margin Availability:
Level
Average Margin Availability
L/C Margin
I
< 17% of the Maximum Revolver Amount 
1.75%
II
>17% of the Maximum Revolver Amount but < 25% 
of the Maximum Revolver Amount
1.50%
III
> 25% of the Maximum Revolver Amount
1.25%
 
The L/C Margin shall be adjusted in accordance with the foregoing on the first day of each calendar month; 
provided, that for the period from the Second Amendment Closing Date through and including September 30, 2023, the L/C Margin 
shall be set at the margin in the row styled "Level III".  
"L/C Undertaking" has the meaning specified therefor in Section 2.12(a).
"Lender" and "Lenders" have the respective meanings set forth in the preamble to the Agreement, and shall include 
any other Person made a party to the Agreement in accordance with the provisions of Section 2.15 or 13.1.
"Lender Group" means, individually and collectively, each of the Lenders (including the Issuing Lender) and Agent.
"Lender Group Expenses" means all (a) out-of-pocket costs or expenses (including taxes, and insurance premiums) 
required to be paid by Borrower or its Subsidiaries under any of the Loan Documents that are paid, advanced, or incurred by the 
Lender Group to the extent permitted by the terms of the Loan Documents, (b) out-of-pocket fees or charges paid or incurred by Agent 
in connection with the Lender Group's transactions with Borrower or its Subsidiaries under the Loan Documents, including, fees or 
charges for photocopying, notarization, couriers and messengers, telecommunication, public record searches (including tax lien, 
litigation, and UCC searches and including searches with the patent and trademark office or the copyright office, but not including any 
internal overhead cost allocations by Agent), filing, recording, publication, appraisal (including periodic collateral appraisals or 
business valuations to the extent of the fees and charges (and up to the amount of any limitation) contained in the Agreement or the 
Fee Letter, including, but not limited to appraisals of the Borrower's Equipment), real estate surveys, real 

 
estate title policies and endorsements, and environmental audits, (c) Agent's customary fees and charges imposed or incurred in 
connection with any background checks or OFAC/PEP searches related to any Loan Party or its Subsidiaries, (d) Agent's customary 
fees and charges (as adjusted from time to time) with respect to the disbursement of funds (or the receipt of funds) to or for the 
account of Borrower (whether by wire transfer or otherwise), together with any out-of-pocket costs and expenses incurred in 
connection therewith, (e) customary charges imposed or incurred by Agent resulting from the dishonor of checks payable by or to any 
Loan Party, (f) reasonable, documented out-of-pocket costs and expenses paid or incurred by the Lender Group to correct any Event of 
Default or enforce any provision of the Loan Documents, or during the continuance of an Event of Default, in gaining possession of, 
maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion 
thereof, irrespective of whether a sale is consummated, (g) field examination, appraisal, and valuation fees and expenses of Agent 
related to any field examinations, appraisals, or valuation to the extent of the fees and charges (and up to the amount of any limitation) 
provided in Section 5.5(c) of this Agreement, (h) Agent's and Lenders' reasonable, documented out-of-pocket costs and expenses 
(including reasonable and documented attorneys' fees and expenses) relative to third party claims or any other lawsuit or adverse 
proceeding paid or incurred, whether in enforcing or defending the Loan Documents or otherwise in connection with the transactions 
contemplated by the Loan Documents, Agent's Liens in and to the Collateral, or the Lender Group's relationship with any Loan Party 
or any of its Subsidiaries, (i) Agent's reasonable and documented out-of-pocket costs and expenses (including reasonable and 
documented attorneys' fees and due diligence expenses) incurred in advising, structuring, drafting, reviewing, administering (including 
travel, meals, and lodging), syndicating (including reasonable costs and expenses relative to CUSIP, DXSyndicate™, SyndTrak or 
other communication costs incurred in connection with a syndication of the loan facilities), or amending, waiving, or modifying the 
Loan Documents, and (j) Agent's and each Lender's reasonable and documented out-of-pocket costs and expenses (including 
reasonable and documented attorneys, accountants, consultants, and other advisors fees and expenses) incurred in terminating, 
enforcing (including attorneys, accountants, consultants, and other advisors fees and expenses incurred in connection with a 
"workout," a "restructuring," or an Insolvency Proceeding concerning any Loan Party or any of its Subsidiaries or in exercising rights 
or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether a lawsuit or other adverse 
proceeding is brought, or in taking any enforcement action or any Remedial Action with respect to the Collateral.
"Lender-Related Person" means, with respect to any Lender, such Lender, together with such Lender's Affiliates, 
officers, directors, employees, attorneys, and agents.
"Letter of Credit" means a letter of credit (as that term is defined in the Code) issued by Issuing Lender or a letter of 
credit (as that term is defined in the Code) issued by Underlying Issuer, as the context requires.
"Letter of Credit Collateralization" means either (a) providing cash collateral (pursuant to documentation reasonably 
satisfactory to Agent (including that Agent has a first priority perfected Lien in such cash collateral), including provisions that specify 
that the Letter of Credit Fees and all commissions, fees, charges and expenses provided for in Section 2.12(k) of the Agreement 
(including any fronting fees) will continue to accrue while the Letters of Credit are outstanding) to be held by Agent for the benefit of 
the Lenders in an amount equal to 105% of the 

 
then existing Letter of Credit Usage, (b) delivering to Agent documentation executed by all beneficiaries under the Letters of Credit, in 
form and substance reasonably satisfactory to Agent and Issuing Lender, terminating all of such beneficiaries' rights under the Letters 
of Credit, or (c) providing Agent with a standby letter of credit, in form and substance reasonably satisfactory to Agent, from a 
commercial bank acceptable to Agent (in its sole discretion) in an amount equal to 105% of the then existing Letter of Credit Usage (it 
being understood that the Letter of Credit Fee and all fronting fees set forth in the Agreement will continue to accrue while the Letters 
of Credit are outstanding and that any such fees that accrue must be an amount that can be drawn under any such standby letter of 
credit).
"Letter of Credit Disbursement" means a payment made by Issuing Lender or Underlying Issuer pursuant to a Letter 
of Credit.
"Letter of Credit Exposure" means, as of any date of determination with respect to any Lender, such Lender's 
participation in the Letter of Credit Usage pursuant to Section 2.12(e) on such date.
"Letter of Credit Fee" means the fee described in Section 2.6(b) of the Agreement.
"Letter of Credit Indemnified Costs" has the meaning specified therefor in Section 2.12(f) of the Agreement.
"Letter of Credit Related Person" has the meaning specified therefor in Section 2.12(f) of the Agreement.
"Letter of Credit Sublimit" means $10,000,000.
"Letter of Credit Usage" means, as of any date of determination, the sum of (a) the aggregate undrawn amount of all 
outstanding Letters of Credit, plus (b) the aggregate amount of outstanding reimbursement obligations with respect to Letters of Credit 
which remain unreimbursed or which have not been paid through an Advance.
"Lien" means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, 
encumbrance, easement, lien (statutory or other), security interest, or other security arrangement and any other preference, priority, or 
preferential arrangement of any kind or nature whatsoever, including any conditional sale contract or other title retention agreement, 
the interest of a lessor under a Capital Lease and any synthetic or other financing lease having substantially the same economic effect 
as any of the foregoing. 
"Limited Condition Acquisition" means any Acquisition by Borrower or one or more of its Subsidiaries permitted 
pursuant to the Loan Documents whose consummation (x) is not conditioned on the availability of, or on obtaining, third party 
financing, (y) is not a simultaneous sign-and-close transaction, and (z) occurs no later than the one hundred twentieth (120th) day 
following the date the agreement relating to such acquisition or investment is executed and delivered by the parties thereto.
"Liquidity" means, at any time of determination, the sum of (a) Availability at such time plus (b) the aggregate 
amount of Qualified Cash. 

 
"Loan Account" has the meaning specified therefor in Section 2.10. 
"Loan Documents" means the Agreement, any Borrowing Base Certificate, the Control Agreements, the Copyright 
Security Agreement, the Fee Letter, any Guaranty, any Intercompany Subordination Agreement, the Letters of Credit, the Patent 
Security Agreement, the Security Agreement, the Trademark Security Agreement, the Side Letter, any note or notes executed by 
Borrower in connection with the Agreement and payable to a member of the Lender Group, and any other agreement entered into, now 
or in the future, by Borrower or any of its Subsidiaries and the Lender Group in connection with the Agreement, as the same may be 
amended, restated or otherwise modified from time to time.
"Loan Party" means Borrower or any Guarantor.
"Margin Stock" as defined in Regulation U of the Board of Governors as in effect from time to time.
"Material Adverse Change" means (a) a material adverse change in the business, operations, results of operations, 
assets, liabilities or financial condition of Borrower and its Subsidiaries, taken as a whole, (b) a material impairment of Borrower's and 
its Subsidiaries ability to perform their obligations under the Loan Documents to which they are parties or of the Lender Group's 
ability to enforce the Obligations or realize upon the Collateral, or (c) a material impairment of the enforceability or priority of the 
Agent's Liens with respect to the Collateral as a result of an action or failure to act on the part of Borrower or its Subsidiaries.
"Material Subsidiary" means (a) Borrower, and (b) each Subsidiary of a Loan Party that (i) as of the most recent 
month for which financial statements were required to be delivered pursuant to Section 5.3, owns at least 2.50% of the consolidated 
total assets of the Loan Parties and their Subsidiaries, (ii) as of the most recent month for which financial statements were required to 
be delivered pursuant to Section 5.3, generates at least 2.50% of the consolidated revenues of the Loan Parties and their Subsidiaries, 
(iii) is the owner of Equity Interests of any Subsidiary of a Loan Party that otherwise constitutes a Material Subsidiary, or (iv) any 
group comprising Subsidiaries of a Loan Party that each would not have been a Material Subsidiary under clauses (i), (ii), or (iii) but 
that, taken together as of the most recent month for which financial statements were required to be delivered pursuant to Section 5.3, 
had revenues or total assets in excess of 5% of the consolidated revenues or total assets, as applicable, of the Loan Parties and their 
Subsidiaries.
"Maturity Date" means September 29, 2028.
"Maximum Revolver Amount" means an amount equal to the aggregate Revolver Commitments of all Lenders, as 
such aggregate Revolver Commitments may be increased or decreased from time to time in accordance with this Agreement.  As of 
the Second Amendment Closing Date, the Maximum Revolver Amount is $150,000,000.
"Maximum Revolver Amount Increase" has the meaning specified therefor in Section 2.15.
"Moody's" has the meaning specified therefor in the definition of Cash Equivalents.

 
"Net Cash Proceeds" means, with respect to any sale or disposition by Borrower or any of its Subsidiaries of 
property or assets, the amount of cash proceeds received (directly or indirectly) from time to time (whether as initial consideration or 
through the payment of deferred consideration) by or on behalf of Borrower or its Subsidiaries, in connection therewith after deducting 
therefrom only (i) the amount of any Indebtedness secured by any Permitted Lien on any asset (other than (A) Indebtedness owing to 
Agent or any Lender under the Agreement or the other Loan Documents and (B) Indebtedness assumed by the purchaser of such asset) 
which is required to be, and is, repaid in connection with such sale or disposition, (ii) reasonable fees, commissions, and expenses 
related thereto and required to be paid by Borrower or such Subsidiary in connection with such sale or disposition and (iii) taxes paid 
or payable to any taxing authorities by Borrower or such Subsidiary in connection with such sale or disposition, in each case to the 
extent, but only to the extent, that the amounts so deducted are, at the time of receipt of such cash, actually paid or payable to a Person 
that is not an Affiliate of Borrower or any of its Subsidiaries, and are properly attributable to such transaction; and
"Net Liquidation Percentage" means the percentage of the book value of Borrower's Inventory or Equipment, as the 
case may be, that is estimated to be recoverable in an orderly liquidation of such Inventory or Equipment, as the case may be, net of all 
associated costs and expenses of such liquidation, such percentage to be as determined from time to time by an appraisal company 
selected by Agent.
"Obligations" means (a) all loans, Advances, debts, principal, interest (including any interest that accrues after the 
commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such 
Insolvency Proceeding), contingent reimbursement obligations with respect to outstanding Letters of Credit, prepayment premiums, 
liabilities (including all amounts charged to Borrower's Loan Account pursuant to the Agreement), obligations (including 
indemnification obligations), fees (including the fees provided for in the Fee Letter), charges, costs, Lender Group Expenses 
(including any fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or 
allowable in whole or in part as a claim in any such Insolvency Proceeding), guaranties, covenants, and duties of any kind and 
description, in each case owing by Borrower to the Lender Group pursuant to or evidenced by the Loan Documents and irrespective of 
whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter 
arising, and including all interest not paid when due and all other expenses or other amounts that Borrower is required to pay or 
reimburse by the Loan Documents or by law or otherwise in connection with the Loan Documents, and (b) all Bank Product 
Obligations; provided that, anything to the contrary contained in the foregoing notwithstanding, the Obligations shall exclude any 
Excluded Swap Obligation.  Without limiting the generality of the foregoing, the Obligations of Borrower under the Loan Documents 
include the obligation to pay (i) the principal of the Advances, (ii) interest accrued on the Advances, (iii) the amount necessary to 
reimburse Issuing Lender for amounts paid or payable pursuant to Letters of Credit, (iv) Letter of Credit commissions, fees (including 
fronting fees) and charges, (v) Lender Group Expenses, (vi) fees payable under this Agreement or any of the other Loan Documents, 
and (vii) indemnities and other amounts payable by any Loan Party under any Loan Document.  Any reference in the Agreement or in 
the Loan Documents to the Obligations shall include all or any portion thereof and any extensions, modifications, renewals, or 
alterations thereof, both prior and subsequent to any Insolvency Proceeding.

 
"OFAC" means The Office of Foreign Assets Control of the U.S. Department of the Treasury.
"Orchard Valley Acquisition' means with an Acquisition of Orchard Valley Harvest, Inc. that constitutes a Permitted 
Acquisition.
"Original Closing Date" has the meaning specified therefor in the recitals to the Agreement.
"Original Credit Agreement" has the meaning specified therefor in the recitals to the Agreement.
"Original Obligations" means the "Obligations" as defined in the Original Credit Agreement.
"Originating Lender" has the meaning specified therefor in Section 13.1(e).
"Other Taxes" means all present or future stamp, court, excise, value added, or documentary, intangible, recording, 
filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or 
registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document.
"Overadvance" has the meaning specified therefor in Section 2.5. 
"Packaging Inventory" means Eligible Inventory constituting corrugated boxes, jars, labels, cartons, film and 
shipping supplies used in the packaging of nuts and other food products sold by the Borrower.
"Patent Security Agreement" has the meaning specified therefor in the Security Agreement.
"Participant" has the meaning specified therefor in Section 13.1(e).
"Payment Conditions" means, at the time of determination with respect to any applicable transaction, that:
(a)
no Event of Default shall exist or would result from the consummation of the relevant transaction; and
(b)
Liquidity (i) immediately preceding the date of such proposed payment and the consummation of the relevant transaction, 
calculated on a pro forma basis as if such proposed payment was made, and the relevant transaction was consummated, and (ii) 
immediately after giving effect to such proposed payment and the relevant transaction, in each case, is not less than the greater of 
(i) $20,000,000 and (ii)17% of the Maximum Revolver Amount. 
"Permitted Acquisition" means any Acquisition so long as:

 
(a)
no Default or Event of Default shall have occurred and be continuing or would result from the consummation 
of the proposed Acquisition and the proposed Acquisition is consensual,
(b)
no Indebtedness will be incurred, assumed, or would exist with respect to Borrower or its Subsidiaries as a 
result of such Acquisition, other than Indebtedness permitted by Section 6.1 and no Liens will be incurred, assumed, or would exist 
with respect to the assets of Borrower or its Subsidiaries as a result or such Acquisition other than Permitted Liens,
(c)
Borrower either (i) shall have Availability plus Qualified Cash in an amount equal to or greater than the 
greater of (A) $20,000,000 and (B)17% of the Maximum Revolver Amount after giving effect to the consummation of the proposed 
Acquisition; provided, that, for purposes of this clause (c)(i), the calculation of Availability shall include Accounts  and Inventory 
acquired by the Borrower pursuant to such Acquisition only to the extent that such Accounts and Inventory constitute Eligible 
Accounts and Eligible Inventory, respectively, or (ii) (A) shall have Availability plus Qualified Cash in an amount equal to or greater 
than the greater of (1) $15,000,000 and (2) 12.5% of the Maximum Revolver Amount after giving effect to the consummation of the 
proposed Acquisition; provided, that, for purposes of this clause (c)(ii), the calculation of Availability shall include Accounts  and 
Inventory acquired by the Borrower pursuant to such Acquisition only to the extent that such Accounts and Inventory constitute 
Eligible Accounts and Eligible Inventory, respectively and (B) has provided Agent with written confirmation, supported by reasonably 
detailed calculations, that on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to 
such proposed Acquisition, are factually supportable, and are expected to have a continuing impact, in each case, determined as if the 
combination had been accomplished at the beginning of the relevant period; such eliminations and inclusions to be mutually and 
reasonably agreed upon by Borrower and Agent) created by adding the historical combined financial statements of Borrower 
(including the combined financial statements of any other Person or assets that were the subject of a prior Permitted Acquisition 
during the relevant period) to the historical consolidated financial statements of the Person to be acquired (or the historical financial 
statements related to the assets to be acquired) pursuant to the proposed Acquisition, the Fixed Charge Coverage Ratio of Borrower 
and its Subsidiaries is equal to or greater than 1.00:1.00 for the four (4) fiscal quarter period reflected in the Compliance Certificate 
most recently delivered to Agent pursuant to this Agreement prior to the consummation of the Proposed Acquisition (calculated as if 
such Acquisition and all Loans funded in connection therewith had been made on the first day of such period),
(d)
with respect to any Acquisition involving aggregate consideration of $5,000,000 or greater, Borrower has 
provided Agent with such due diligence information as reasonably requested by Agent, including, without limitation, forecasted 
balance sheets, profit and loss statements, and cash flow statements of the Person or assets to be acquired for the remainder of the 
fiscal year in which the proposed Acquisition is consummated for such Person or related to such assets, all prepared on a basis 
consistent with such Person's (or assets') historical financial statements, together with appropriate supporting details and a statement of 
underlying assumptions, on a quarter by quarter basis, in form and substance (including as to scope and underlying assumptions) 
reasonably satisfactory to Agent, 

 
(e)
[Intentionally Omitted],
(f)
with respect to any Acquisition involving aggregate consideration of $5,000,000 or greater, Borrower has 
provided Agent with written notice of the proposed Acquisition at least 15 Business Days (or such shorter period as may be acceptable 
to Agent) prior to the anticipated closing date of the proposed Acquisition and, not later than 5 Business Days (or such shorter period 
as may be acceptable to Agent) prior to the anticipated closing date of the proposed Acquisition, copies of the acquisition agreement 
and other material documents relative to the proposed Acquisition, which agreement and documents must be reasonably acceptable to 
Agent,
(g)
the assets being acquired (other than a de minimis amount of assets in relation to Borrower's and its 
Subsidiaries' total assets), or the Person whose Stock is being acquired, are useful in or engaged in, as applicable, the business of 
Borrower and its Subsidiaries or are otherwise in compliance with Section 6.6,
(h)
the assets being acquired (other than a de minimis amount of assets in relation to Borrower's and its 
Subsidiaries' total assets) are located within the United States or Canada or the Person whose Stock is being acquired is organized in a 
jurisdiction located within the United States or Canada, and
(i)
the subject assets or Stock, as applicable, are being acquired directly by Borrower or one of its Subsidiaries, 
and, in connection therewith, Borrower or the applicable Subsidiary shall have complied with Section 5.16 or 5.17, as applicable, of 
the Agreement.
"Permitted Discretion" means Agent's good faith determination made in the exercise of reasonable (from the 
perspective of a secured asset-based lender) business judgment.
"Permitted Dispositions" means:
(a) sales, abandonment or other dispositions of assets that are substantially worn, damaged or obsolete or no longer 
used or useful in the ordinary course of business and leases and subleases of real property not useful in the conduct of the business of 
Borrower and its Subsidiaries;
(b) sales of Inventory to buyers in the ordinary course of business;
(c) the use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of the 
Agreement or the other Loan Documents;
(d) the licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights 
in the ordinary course of business;
(e) the granting of Permitted Liens;
(f) the sale or discount, in each case without recourse, of accounts receivable (other than Eligible Accounts) arising 
in the ordinary course of business, but only in connection with the compromise or collection thereof; 

 
(g) any involuntary loss, damage or destruction of property;
(h) any condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or 
requisition of use of property;
(i) the leasing or subleasing of assets in the ordinary course of business;
(j) (i) the lapse of registered patents, trademarks, copyrights and other intellectual property to the extent not 
economically desirable in the conduct of its business, and (ii) the abandonment of patents, trademarks, copyrights or other intellectual 
property rights in the ordinary course of business;
(k) the making of Distributions that are permitted to be made pursuant to this Agreement;
(l) the making of Investments that are permitted to be made pursuant to this Agreement; 
(m) (i) transfers of assets (A) from any Loan Party or any Subsidiary of Borrower to a Loan Party and (B) from any 
Subsidiary of Borrower that is not a Loan Party to any other Subsidiary of Borrower, and (ii) the surrender or waiver of contractual 
rights or settlement, release or surrender of any contract, tort or other litigation claims in the ordinary course of business; 
(n) dispositions of assets acquired by Borrower and/or its Subsidiaries pursuant to a Permitted Acquisition 
consummated within twelve (12) months of the date of the proposed Disposition (the "Subject Permitted Acquisition") so long as (i) 
the consideration received for the assets to be so disposed is at least equal to the fair market value thereof, (ii) the assets to be so 
disposed are not necessary or economically desirable in connection with the business of Borrower and its Subsidiaries, and (iii) the 
assets to be so disposed are readily identifiable as assets acquired pursuant to the Subject Permitted Acquisition; and 
(o) sales or other dispositions of Collateral of Borrower not to exceed $2,500,000 in the aggregate in any calendar 
year.
"Permitted Holders" means the Persons identified on Schedule P-1.
"Permitted Intercompany Advances" means loans or advances made by (a) Borrower to another Loan Party or (b) a 
Guarantor to another Loan Party so long as, with respect to loans and advances described in clauses (a) and (b), such intercompany 
Indebtedness, if requested by Agent, is evidenced by a subordinated demand note in form and substance reasonably satisfactory to 
Agent and, if requested by Agent, pledged and delivered to Agent pursuant to the Security Agreement as additional Collateral for the 
Obligations. 
"Permitted Investments" means:
(a) Investments in cash and Cash Equivalents;
(b) Investments in negotiable instruments for collection;

 
(c) advances made in connection with purchases of goods or services in the ordinary course of business; (d) 
Investments received in settlement of amounts due to Borrower or any of its Subsidiaries effected in the ordinary course of business or 
owing to Borrower or any of its Subsidiaries as a result of Insolvency Proceedings involving an Account Debtor or upon the 
foreclosure or enforcement of any Lien in favor of Borrower or its Subsidiaries;
(e) Permitted Acquisitions; 
(f) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not 
made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted 
Acquisition;
(g) guarantees permitted by Section 6.1; 
(h) Permitted Intercompany Advances;
(i) equity interests and other Securities acquired in connection with the satisfaction or enforcement of Indebtedness 
or claims due or owing to Borrower or its Subsidiaries (in bankruptcy of customers or suppliers or otherwise outside the ordinary 
course of business) or as security for any such Indebtedness or claims;
(j) deposits of cash made in the ordinary course of business to secure performance of operating leases or in 
connection with asset purchases;
(k) (i) non-cash loans and advances to employees, officers and directors of Borrower or any of its Subsidiaries for 
the purpose of purchasing equity interests in Borrower so long as the proceeds are used solely to purchase such equity interests in 
Borrower, and (ii) loans and advances to employees and officers of Borrower or any of its Subsidiaries in the ordinary course of 
business for any other business purpose and in an aggregate outstanding principal amount not to exceed $1,000,000 at any one time;
(l) Investments in the form of capital contributions and the acquisition of Equity Interests made by any Loan Party in 
any other Loan Party (other than capital contributions to or the acquisition of Equity Interests of Borrower);
(m) Investments resulting from entering into (i) Bank Product Agreements, (ii) agreements relating to obligations 
permitted under Section 6.1(h) or (iii) trade credit extended to customers in the ordinary course of business; 
(n) equity investments by any Loan Party in any Subsidiary of such Loan Party which is required by Law to 
maintain a minimum net capital requirement or as may be otherwise required by applicable Law;
(o) Investments consisting of non-cash consideration received in connection with Permitted Dispositions or other 
sales or dispositions of assets (not constituting Collateral), so long as the non-cash consideration received does not exceed twenty-five 
percent (25%) of the total consideration (or, in the case of sales or dispositions of assets not constituting Collateral, fifty percent (50%) 
of the total consideration) received in connection with such transaction; and 

 
(p) other Investments so long as the Payment Conditions are satisfied at the time such Investment is made. 
"Permitted Liens" means:
(a) Liens held by Agent to secure the Obligations; 
(b) Liens for unpaid taxes, assessments, or other governmental charges or levies that either (i) are not yet delinquent, 
or (ii) do not have priority over the Agent's Liens and the underlying taxes, assessments, or charges or levies are the subject of 
Permitted Protests;
(c) judgment Liens that do not constitute an Event of Default under Section 7.7;
(d) Liens set forth on Schedule P-2, provided that any such Lien only secures the Indebtedness that it secures on the 
Closing Date and any Refinancing Indebtedness in respect thereof;
(e) the interests of lessors under operating leases;
(f) purchase money Liens or the interests of lessors under Capital Leases to the extent that such Liens or interests 
secure Purchase Money Indebtedness and Capital Lease Obligations (but excluding Liens on Equipment Loan Collateral) and so long 
as (i) such Lien attaches only to the assets purchased, acquired, leased, constructed, repaired, improved or installed (and accessions, 
replacements or additions thereto and improvements thereon) and the proceeds thereof, and (ii) such Lien only secures the 
Indebtedness that was incurred to finance the purchase, acquisition, lese, construction, repair, improvement or installation of such 
assets or any Refinancing Indebtedness in respect thereof;
(g) Liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, 
laborers, or suppliers ("Subject Third Parties"), incurred in the ordinary course of business and not in connection with the borrowing of 
money, and which Liens either (i) are for sums not yet delinquent, or (ii) are the subject of Permitted Protests;
(i) Liens on amounts deposited in connection with obtaining worker's compensation or other unemployment 
insurance;
(j) Liens on amounts deposited in connection with the making or entering into of bids, tenders, or leases in the 
ordinary course of business and not in connection with the borrowing of money;
(k) Liens on amounts deposited as security for surety or appeal bonds in connection with obtaining such bonds in the 
ordinary course of business;
(l) easements, rights-of-way, statutory restrictions, reservations, covenants, zoning and other land use regulations, 
title exceptions or encumbrances affecting real property owned or leased by Borrower or any of its Subsidiaries, provided that such 
exceptions do not in the aggregate interfere with the use of such property in the ordinary course of business, except for such 
interference as could not reasonably be expected to result in a Material Adverse Change;

 
(m) Liens of lessees of Real Property owned by Borrower or any Subsidiary of Borrower;
(n) Liens on Deposit Accounts granted or arising in the ordinary course of business in favor of depositary banks 
maintaining such Deposit Accounts solely to the extent they secure customary account fees and charges payable in respect of such 
Deposit Accounts and overdrafts;
(o) Liens on the Term Lender Collateral Account and Liens arising under the Term Loan Documents;
(p) Liens solely on any cash earnest money deposits made by Borrower or any of its Subsidiaries in connection with 
any letter of intent or purchase agreement with respect to a Permitted Acquisition;  
(q) Liens on property that is the subject of a Permitted Disposition;
(r) Liens in connection with any zoning, building or similar Law or right reserved to or vested in any Governmental 
Authority to control or regulate the use of any or dimensions of real property or the structure thereon, including Liens in connection 
with any condemnation or eminent domain proceeding or compulsory purchase order;
(s) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; 
(t) Liens securing obligations (including in respect of Banking Services) of the type described in Section 6.1(e) and 
Hedging Obligations and other Third Party Derivative Obligations of the type described in Section 6.1(h);
(u) Liens on Equipment Loan Collateral securing Equipment Loan Obligations and subject to the terms of the 
Equipment Loan Intercreditor Agreement; and
(v) additional Liens on assets other than Accounts and Inventory securing aggregate obligations not in excess of 
$2,500,000 at any time outstanding. 
"Permitted Protest" means the right of Borrower or any of its Subsidiaries to protest any Lien (other than any Lien 
that secures the Obligations), taxes (other than payroll taxes), or rental payment; provided that (a) a reserve with respect to such 
obligation is established on Borrower's or its Subsidiaries' books and records in such amount as is required under GAAP, (b) any such 
protest is instituted promptly and prosecuted diligently by Borrower or its Subsidiary, as applicable, in good faith, (c) Agent is 
satisfied that, while any such protest is pending, there will be no impairment of the enforceability, validity, or priority of any of the 
Agent's Liens and, (d) in respect of tax liens, Agent shall, in its Permitted Discretion, be entitled to institute a reserve in accordance 
with Section 2.1(b) in an amount equal to the amount of such tax lien.
"Person" means natural persons, corporations, limited liability companies, limited partnerships, general partnerships, 
limited liability partnerships, joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether they are 
legal entities, and governments and agencies and political subdivisions thereof.

 
"Projections" means Borrower's forecasted (a) balance sheets, (b) profit and loss statements, and (c) cash flow 
statements, all prepared on a basis consistent with Borrower's historical financial statements, together with appropriate supporting 
details and a statement of underlying assumptions.
"Project Wild" means the transaction separately identified by Borrower to Agent in March 2019.
"Pro Rata Share" means, as of any date of determination: 
(a)
with respect to a Lender's obligation to make Advances and right to receive payments of principal, interest, 
fees, costs, and expenses with respect thereto, (i) prior to the Revolver Commitments being terminated or reduced to zero, the 
percentage obtained by dividing (y) such Lender's Revolver Commitment, by (z) the aggregate Revolver Commitments of all Lenders, 
and (ii) from and after the time that the Revolver Commitments have been terminated or reduced to zero, the percentage obtained by 
dividing (y) the outstanding principal amount of such Lender's Advances by (z) the outstanding principal amount of all Advances,
(b)
with respect to a Lender's obligation to participate in Letters of Credit, to reimburse the Issuing Lender, and 
right to receive payments of fees with respect thereto, (i) prior to the Revolver Commitments being terminated or reduced to zero, the 
percentage obtained by dividing (y) such Lender's Revolver Commitment, by (z) the aggregate Revolver Commitments of all Lenders, 
and (ii) from and after the time that the Revolver Commitments have been terminated or reduced to zero, the percentage obtained by 
dividing (y) the outstanding principal amount of such Lender's Advances by (z) the outstanding principal amount of all Advances,
(c)
[Reserved], and 
(d)
with respect to all other matters as to a particular Lender (including the indemnification obligations arising 
under Section 15.7), the percentage obtained by dividing (i) such Lender's Revolver Commitment, by (ii) the aggregate amount of 
Revolver Commitments of all Lenders; provided, however, that in the event the Revolver Commitments have been terminated or 
reduced to zero, Pro Rata Share under this clause shall be the percentage obtained by dividing (A) the outstanding principal amount of 
such Lender's Advances plus such Lender's ratable portion of the Risk Participation Liability with respect to outstanding Letters of 
Credit, by (B) the outstanding principal amount of all Advances plus the aggregate amount of the Risk Participation Liability with 
respect to outstanding Letters of Credit.
"Protected Vendor" means any Person that is afforded the benefit of any Lien or trust upon agricultural products sold 
to Borrower and/or its Subsidiaries and/or any proceeds of such agricultural products under any Growers' Lien Law.
"Protective Advances" has the meaning specified therefor in Section 2.3(d)(i).
"Purchase Money Indebtedness" means Indebtedness (other than the Obligations, but including Capitalized Lease 
Obligations) incurred at the time of or within ninety (90) days prior to or after the acquisition, lease, completion of construction, repair 
of, replacement, 

 
improvement to or installation of assets for the purpose of financing all or any part of the acquisition, leasing, construction, repair, 
replacement, improvement or installation of such assets.  
"QFC" has the meaning assigned to the term "qualified financial contract" in, and shall be interpreted in accordance 
with, 12 U.S.C. § 5390(c)(8)(D).
"QFC Credit Support" has the meaning specified therefor in Section 17.14 of the Agreement.
"Qualified Cash" means, as of any date of determination, the amount of unrestricted cash and Cash Equivalents of 
Borrower and its Subsidiaries that is in Deposit Accounts or in Securities Accounts, or any combination thereof, and which such 
Deposit Account or Securities Account is the subject of a Control Agreement and is maintained by a branch office of the bank or 
securities intermediary located within the United States.
"Qualified Stock" means and refers to any Stock issued by Borrower (and not by one or more of its Subsidiaries) 
that is not a Disqualified Stock.
"Real Property" means any estates or interests in real property now owned or hereafter acquired by Borrower or its 
Subsidiaries and the improvements thereto.
"Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium 
and is retrievable in perceivable form.
"Refinancing Indebtedness" means refinancings, renewals, or extensions of Indebtedness so long as: (a) such 
refinancings, renewals, or extensions do not result in an increase in the principal amount of the Indebtedness so refinanced, renewed, 
or extended, (b) such refinancings, renewals, or extensions do not result in an increase in the interest rate with respect to the 
Indebtedness so refinanced, renewed, or extended, (c) such refinancings, renewals, or extensions do not result in a shortening of the 
average weighted maturity of the Indebtedness so refinanced, renewed, or extended, nor are they on terms or conditions that, taken as a 
whole, are materially more burdensome or restrictive to Borrower, (d) if the Indebtedness that is refinanced, renewed, or extended was 
subordinated in right of to the Obligations, then the terms and conditions of the refinancing, renewal, or extension must include 
subordination terms and conditions that are at least as favorable to the Lender Group as those that were applicable to the refinanced, 
renewed, or extended Indebtedness, and (e) the Indebtedness that is refinanced, renewed, or extended is not recourse to any Person that 
is liable on account of the Obligations other than those Persons which were obligated with respect to the Indebtedness that was 
refinanced, renewed, or extended.
"Relevant Governmental Body" means the Board of Governors or the Federal Reserve Bank of New York, or a 
committee officially endorsed or convened by the Board of Governors or the Federal Reserve Bank of New York, or any successor 
thereto.
"Remedial Action" means all actions taken to (a) clean up, remove, remediate, contain, treat, monitor, assess, 
evaluate, or in any way address Hazardous Materials in the indoor or outdoor environment, (b) prevent or minimize a release or 
threatened release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the 
indoor or outdoor environment, (c) restore or reclaim natural resources or the environment, (d) 

 
perform any pre-remedial studies, investigations, or post-remedial operation and maintenance activities, or (e) comply with 
Environmental Laws that pertain to the release of Hazardous Materials.
"Replacement Lender" has the meaning specified therefor in Section 14.2(a).
"Report" has the meaning specified therefor in Section 15.16.
"Required Lenders" means, at any time, Lenders whose aggregate Pro Rata Shares (calculated under clause (d) of 
the definition of Pro Rata Shares) exceed 50%; provided, however, at any time there are fewer than four (4) Lenders, Required 
Lenders shall constitute no fewer than two (2) Lenders, it being understood that, for purposes of this proviso, a Lender and all of its 
Affiliates that are Lenders shall constitute but one (1) Lender.
"Reserve Percentage" means, on any day, for any Lender, the maximum percentage prescribed by the Board of 
Governors of the Federal Reserve System (or any successor Governmental Authority) for determining the reserve requirements 
(including any basic, supplemental, marginal, or emergency reserves) that are in effect on such date with respect to eurocurrency 
funding (currently referred to as "eurocurrency liabilities") of that Lender, but so long as such Lender is not required or directed under 
applicable regulations to maintain such reserves, the Reserve Percentage shall be zero.
"Resolution Authority" means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK 
Resolution Authority.
"Responsible Officer" means each of the chief executive officer, president, chief financial officer, vice president of 
finance, principal accounting officer, treasurer, assistant treasurer, general counsel and assistant general counsel and each other similar 
officer of Borrower.
"Revolver Commitment" means, with respect to each Lender, its Revolver Commitment, and, with respect to all 
Lenders, their Revolver Commitments, in each case as such Dollar amounts are set forth beside such Lender's name under the 
applicable heading on Schedule C-1 or in the Assignment and Acceptance pursuant to which such Lender became a Lender hereunder, 
as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of 
Section 13.1.
"Revolver Commitment Increase Lender" has the meaning specified therefor in Section 2.15.
"Revolver Usage" means, as of any date of determination, the sum of (a) the amount of outstanding Advances, plus 
(b) the amount of the Letter of Credit Usage.
"Risk Participation Liability" means, as to each Letter of Credit, all reimbursement obligations of Borrower to the 
Issuing Lender with respect to an L/C Undertaking, consisting of (a) the amount available to be drawn or which may become available 
to be drawn, (b) all amounts that have been paid by the Issuing Lender to the Underlying Issuer to the extent not reimbursed by 
Borrower, whether by the making of an Advance or otherwise, and (c) all accrued and unpaid interest, fees, and expenses payable with 
respect thereto. 

 
"Sanctioned Entity" means (a) a country or territory or a government of a country or territory, (b) an agency of the 
government of a country or territory, (c) an organization directly or indirectly controlled by a country or territory or its government, or 
(d) a Person resident in or determined to be resident in a country or territory, in each case of clauses (a) through (d) that is a target of 
Sanctions, including a target of any country sanctions program administered and enforced by OFAC.
"Sanctioned Person" means, at any time (a) any Person named on the list of Specially Designated Nationals and 
Blocked Persons maintained by OFAC, OFAC's consolidated Non-SDN list or any other Sanctions-related list maintained by any 
Governmental Authority, (b) a Person or legal entity that is a target of Sanctions, (c) any Person operating, organized or resident in a 
Sanctioned Entity, or (d) any Person directly or indirectly owned or controlled (individually or in the aggregate) by or acting on behalf 
of any such Person or Persons described in clauses (a) through (c) above.
"Sanctions" means individually and collectively, respectively, any and all economic sanctions, trade sanctions, 
financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes anti-terrorism laws and other sanctions laws, regulations 
or embargoes, including those imposed, administered or enforced from time to time by:  (a) the United States of America, including 
those administered by OFAC, the U.S. Department of State, the U.S. Department of Commerce, or through any existing or future 
executive order, (b) the United Nations Security Council, (c) the European Union or any European Union member state, (d) Her 
Majesty's Treasury of the United Kingdom, or (d) any other Governmental Authority with jurisdiction over any member of Lender 
Group or any Loan Party or any of their respective Subsidiaries or Affiliates.
"SEC" means the United States Securities and Exchange Commission and any successor thereto.
"Second Amendment Closing Date" means September 29, 2023.  
"Securities Account" means a securities account (as that term is defined in the Code).
"Securities Act" means the Securities Act of 1933, as amended from time to time, and any successor statute.
"Security Agreement" means that certain Security Agreement dated as of February 7, 2008, as amended by that 
certain First Amendment to Security Agreement dated as of September 30, 2014, by and between Borrower and Agent, as the same 
may be amended, restated, supplemented or otherwise modified from time to time.
"Seed Exchange Accounts" means Eligible Accounts owing from growers in respect of peanut seeds supplied 
pursuant to Borrower's seed exchange program.
"Seed Inventory" means Eligible Inventory consisting of peanut seeds held for sale or exchange in connection with 
the Borrower's seed exchange program with growers.
"Settlement" has the meaning specified therefor in Section 2.3(e)(i).

 
"Settlement Date" has the meaning specified therefor in Section 2.3(e)(i).
"Side Letter" means that certain Side Letter executed by Agent and Lenders in favor of Borrower dated the Original 
Closing Date.
"SOFR" means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.
"SOFR Administrator" means the Federal Reserve Bank of New York (or a successor administrator of the secured 
overnight financing rate).
"SOFR Deadline" has the meaning specified therefor in Section 2.13(b)(i) of the Agreement.
"SOFR Loan" means each portion of an Advance that bears interest at a rate determined by reference to Term SOFR 
(other than pursuant to clause (c) of the definition of "Base Rate").
"SOFR Margin" means, as of any date of determination, the following percentages per annum, based upon Average 
Margin Availability:
Level
Average Margin Availability
SOFR Margin
I
< 17% of the Maximum Revolver Amount 
1.85%
II
>17% of the Maximum Revolver Amount but < 
25% of the Maximum Revolver Amount
1.60%
III
> 25% of the Maximum Revolver Amount
1.35%
 
The SOFR Margin shall be adjusted in accordance with the foregoing on the first day of each calendar month; 
provided, that for the period from the Second Amendment Closing Date through and including September 30, 2023, the SOFR Margin 
shall be set at the margin in the row styled "Level III".  
"SOFR Notice" means a written notice in the form of Exhibit L-1 to the Agreement.
"SOFR Option" has the meaning specified therefor in Section 2.13(a) of the Agreement.
"Solvent" means, with respect to any Person on a particular date, that, at fair valuations, the sum of such Person's 
assets is greater than all of such Person's debts. 

 
"S&P" has the meaning specified therefor in the definition of Cash Equivalents.
"Specified Representations" means the representations and warranties set forth in Sections 4.8(a), 4.9(a), 4.9(b)(i), 
(ii) and (iii), 4.9(c), 4.9(d), 4.9(e) (solely as to perfection (solely insofar as perfection may be achieved by the filing of Uniform 
Commercial Code financing statements, recordation of intellectual property security agreements for registered intellectual property, or 
delivery of Equity Interest certificates and undated powers for Equity Interests) and priority), 4.9(f), 4.9(g)(i), (ii) and (iii), 4.9(h), 
4.9(i),  4.12(a), 4.21, 4.22, and 4.24 of the Agreement.
"Standard Letter of Credit Practice" means, for Issuing Lender, any domestic or foreign law or letter of credit 
practices applicable in the city in which Issuing Lender issued the applicable Letter of Credit or, for its branch or correspondent, such 
laws and practices applicable in the city in which it has advised, confirmed or negotiated such Letter of Credit, as the case may be, in 
each case, (a) which letter of credit practices are of banks that regularly issue letters of credit in the particular city, and (b) which laws 
or letter of credit practices are required or permitted under ISP or UCP, as chosen in the applicable Letter of Credit.
"Stock" means all shares, options, warrants, interests, participations, or other equivalents (regardless of how 
designated) of or in a Person, whether voting or nonvoting, including common stock, preferred stock, or any other "equity security" (as 
such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act). 
"Subordinated Indebtedness" means any Indebtedness of Borrower or its Subsidiaries incurred from time to time that 
is subordinated in right of payment to the Obligations on terms and conditions of subordination reasonably acceptable to Agent. 
"Subsidiary" of a Person means a corporation, partnership, limited liability company, or other entity in which that 
Person directly or indirectly owns or controls the shares of Stock having ordinary voting power to elect a majority of the board of 
directors (or appoint other comparable managers) of such corporation, partnership, limited liability company, or other entity.
"Supermajority Lenders" means, at any time, Lenders whose aggregate Pro Rata Shares (calculated under clause (d) 
of the definition of Pro Rata Shares) exceed 66 2/3%.
"Supported QFC" has the meaning specified therefor in Section 17.14 of this Agreement.
"Swap Obligation" means, with respect to any Loan Party, any obligation to pay or perform under any agreement, 
contract or transaction that constitutes a "swap" within the meaning of section 1a(47) of the Commodity Exchange Act.
"Swing Lender" means WFF or any other Lender that, at the request of Borrower and with the consent of Agent 
agrees, in such Lender's sole discretion, to become the Swing Lender under Section 2.3(b).
"Swing Loan" has the meaning specified therefor in Section 2.3(b). 

 
"Taxes" has the meaning specified therefor in Section 16(a).
"Term Lender" means Transamerica Life Insurance Company, an Iowa corporation, and its successors and assigns 
under the Term Loan Documents.
"Term Lender Collateral Account" means, collectively, the Deposit Account and/or Securities Account of the 
Borrower that have been pledged to the Term Lender and into which proceeds of the Excluded Collateral shall be deposited by the 
Borrower as and when required pursuant to the terms of the Term Loan Documents.
"Term Loan" means, collectively, (a) the term loans made to Borrower pursuant to the Term Loan Agreement on 
February 7, 2008 in an aggregate outstanding principal amount not to exceed $45,000,000 and (b) additional term loans made to the 
Borrower pursuant to the Term Loan Agreement on or after the First Amendment Effective Date in an aggregate principal amount not 
to exceed $20,000,000.
"Term Loan Agreement" means that certain Loan Agreement among Borrower, the Term Lender and JBSS 
Properties, LLC, a Delaware limited liability company, dated as of February 7, 2008, as the same may be amended, restated or 
otherwise modified from time to time.
"Term Loan Documents" means the Term Loan Agreement and the other documents and instruments executed 
pursuant thereto or in accordance therewith, in each case as the same may be amended, restated or otherwise modified from time to 
time.
"Term SOFR" means,
(a)
for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to 
the applicable Interest Period on the day (such day, the "Periodic Term SOFR Determination Day") that is two (2) U.S. Government 
Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; 
provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR 
Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date 
with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such 
tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such 
Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. 
Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic 
Term SOFR Determination Day, and
(b)
for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor 
of one month on the day (such day, the "Base Rate Term SOFR Determination Day") that is two (2) U.S. Government Securities 
Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. 
(New York City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has 
not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference 
Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by 

 
the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference 
Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities 
Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Base Rate Term SOFR 
Determination Day;
provided, further, that if Term SOFR determined as provided above (including pursuant to the proviso under clause (a) or clause (b) 
above) shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor
"Term SOFR Administrator" means CME Group Benchmark Administration Limited (CBA) (or a successor 
administrator of the Term SOFR Reference Rate selected by Agent in its reasonable discretion).
"Term SOFR Reference Rate" means the forward-looking term rate based on SOFR.
"Third Amendment Closing Date" means June 18, 2025.
"Third Party Derivative Obligations" means obligations of Borrower and its Subsidiaries under any forward contract, 
futures contract, exchange contract, swap, option, equity derivative transaction or other financing agreement or arrangement 
(including, without limitation, caps, floors, collars and similar agreements), the value of which is dependent upon interest rates, 
currency exchange rates, equity, commodities or other indices, any which of the foregoing products are provided by a Person other 
than a Hedge Provider.
"Trademark Security Agreement" has the meaning specified therefor in the Security Agreement.
"UCP" means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits 
2007 Revision, International Chamber of Commerce Publication No. 600 and any version or revision thereof accepted by Issuing 
Lender for use.
"Unadjusted Benchmark Replacement" means the applicable Benchmark Replacement excluding the related 
Benchmark Replacement Adjustment.
"Underlying Issuer" means a third Person which is the beneficiary of an L/C Undertaking and which has issued a 
letter of credit at the request of the Issuing Lender for the benefit of Borrower.
"Underlying Letter of Credit" means a letter of credit that has been issued by an Underlying Issuer.
"UK Financial Institution" means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as 
amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within 
IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, 

 
which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. 
"UK Resolution Authority" means the Bank of England or any other public administrative authority having 
responsibility for the resolution of any UK Financial Institution. "United States" means the United States of America.
"U.S. Government Securities Business Day" means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on 
which the Securities Industry and Financial Markets Association, or any successor thereto, recommends that the fixed income 
departments of its members be closed for the entire day for purposes of trading in United States government securities; provided, that 
for purposes of notice requirements in Sections 2.3(a), 2.3(c) and 2.13(b), in each case, such day is also a Business Day.
"U.S. Special Resolution Regimes" has the meaning specified therefor in Section 17.14 of this Agreement.
"Voidable Transfer" has the meaning specified therefor in Section 17.8.
"Wells Fargo" means Wells Fargo Bank, National Association, a national banking association.
"WFF" means Wells Fargo Capital Finance, LLC, a Delaware limited liability company.
"Write-Down and Conversion Powers" means, (a) with respect to any EEA Resolution Authority, the write-down 
and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA 
Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect 
to the United Kingdom,  any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or 
change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert 
all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or 
instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of 
the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Exhibit 21 
Subsidiaries of John B. Sanfilippo & Son, Inc. 
 
Entity
Voting Securities Owned Directly
or Indirectly by the Registrant
 
State or Country of
Organization 
JBSS Ventures, LLC
100%
 
Illinois

EXHIBIT 23 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-199637 and No. 333-275523) of John B. Sanfilippo & 
Son, Inc. of our report dated August 20, 2025 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears 
in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Chicago, IL 
August 20, 2025

Exhibit 31.1 
CERTIFICATION 
I, Jeffrey T. Sanfilippo, certify that: 
1.
I have reviewed this Annual Report on Form 10-K of John B. Sanfilippo & Son, Inc. for the fiscal year ended June 26, 2025; 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the 
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the 
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in 
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for 
the registrant and have: 
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to 
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those 
entities, particularly during the period in which this report is being prepared; 
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our 
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for 
external purposes in accordance with generally accepted accounting principles; 
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the 
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent 
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to 
materially affect, the registrant’s internal control over financial reporting; and 
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the 
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): 
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably 
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and 
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control 
over financial reporting. 
August 20, 2025 
 
 
/s/ Jeffrey T. Sanfilippo
 
Jeffrey T. Sanfilippo
Chairman of the Board and
Chief Executive Officer

Exhibit 31.2 
CERTIFICATION 
I, Frank S. Pellegrino, certify that: 
1.
I have reviewed this Annual Report on Form 10-K of John B. Sanfilippo & Son, Inc. for the fiscal year ended June 26, 2025; 
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the 
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the 
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in 
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for 
the registrant and have: 
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to 
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those 
entities, particularly during the period in which this report is being prepared; 
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our 
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for 
external purposes in accordance with generally accepted accounting principles; 
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the 
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent 
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to 
materially affect, the registrant’s internal control over financial reporting; and 
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the 
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): 
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably 
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and 
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control 
over financial reporting. 
August 20, 2025 
 
 
/s/ Frank S. Pellegrino
 
Frank S. Pellegrino
Chief Financial Officer, Executive Vice
President, Finance and Administration

Exhibit 32.1 
CERTIFICATION PURSUANT TO 
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO 
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 
In connection with the Annual Report of John B. Sanfilippo & Son, Inc. (the “Company”) on Form 10-K for the fiscal year ended June 26, 2025 as filed with the 
Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey T. Sanfilippo, Chief Executive Officer and Chairman of the Board, certify, 
pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my knowledge: 
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 
August 20, 2025
 
 
/s/ Jeffrey T. Sanfilippo
 
Jeffrey T. Sanfilippo
Chief Executive Officer and Chairman of the Board

Exhibit 32.2 
CERTIFICATION PURSUANT TO 
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO 
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 
In connection with the Annual Report of John B. Sanfilippo & Son, Inc. (the “Company”) on Form 10-K for the fiscal year ended June 26, 2025 as filed with the 
Securities and Exchange Commission on the date hereof (the “Report”), I, Frank S. Pellegrino, Chief Financial Officer, Executive Vice President, Finance and 
Administration, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that based on my knowledge: 
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 
August 20, 2025 
 
 
/s/ Frank S. Pellegrino
 
Frank S. Pellegrino
Chief Financial Officer, Executive Vice
President, Finance and Administration