**Exhibit 10.27**

 

**THIRD AMENDMENT**

**TO**

**LOAN AND SECURITY AGREEMENT**

 

THISTHIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (“Third Amendment”) is made andentered into as of this 12th day of August, 2005 by and among CENTENNIALSPECIALTY FOODS CORPORATION, a Delaware corporation, and STOKES CANNINGCOMPANY, a Colorado corporation (collectively, the “Borrower”), and HEARTLANDBANK, a federal savings bank (“Lender”).

 

W1TNESSETH:

 

WHEREAS,pursuant to that certain Loan and Security Agreement dated as of March 15,2004, by and between Borrower and Lender, and Amendment No. 1 theretodated March 26, 2004, and a Second Amendment dated March 21, 2005 (asamended, the “Credit Agreement”), Lender has made a Loan available to Borrowerin an aggregate principal amount not to exceed $4,000,000.00 (or $5,000,000 ifcertain conditions are met); and

 

WHEREAS,pursuant to the terms of the Credit Agreement, the Borrower executed aRevolving Credit Note; and

 

WHEREAS,the Borrower has proposed certain modifications of the provisions contained inthe Credit Agreement, and Lender is willing to agree to same on the terms andconditions hereafter set forth.

 

NOW,THEREFORE, in consideration of the premises and the mutual covenants andagreements set forth herein and for other good and valuable consideration, themutuality, receipt and sufficiency of which are hereby acknowledged, theparties hereby agree as follows:

 

1.             Definitions. All capitalized terms not otherwise defined herein shall have themeanings given to such terms in the Credit Agreement.

 

2.             Amendments to Credit Agreement. The Credit Agreement is hereby amended asfollows:

 

(a)           Section 10.1(a) of the Credit Agreement is herebydeleted in its entirety and is hereby replaced with the following:

 

“(a) Minimum Consolidated Net Worth. As of the last day ofeach fiscal quarter of Borrower commencing with the fiscal quarter of Borrowerending March 31, 2004, and continuing to the fiscal quarter of Borrowerending December 31, 2004, permit the sum of Borrowers’ Consolidated NetWorth to be less than $6,700,000; from and after January 1, 2005, and asof any date thereafter continuing through June 30, 2005, permit the sum ofBorrowers’ Consolidated Net Worth to be less than $6,400,000; and from andafter July 1, 2005, and as of any date thereafter, permit the sum of Borrowers’Consolidated Net Worth to be less than $5,700,000.”

 

1

----

 

3.             Conditions to Effectiveness. This Third Amendment shall become effectivewhen and only when the Lender shall have received (i) this Third Amendmentduly executed by the Borrower, (ii) the payment to Lender of an amendmentfee of $2,500, (iii) payment of all outstanding legal fees and costs ofLender, including those incurred in connection with this Third Amendment, and (iv) suchother certificates, instruments, documents and agreements as may be required byLender or its counsel, each of which shall be in form and substancesatisfactory to Lender and its counsel.

 

4.             Representations and Warranties. The Borrower hereby represents and warrantsas follows:

 

(a)           This Third Amendment and the CreditAgreement, as amended hereby, constitute legal, valid and binding obligationsof the Borrower and arc enforceable against the Borrower in accordance withtheir respective terms.

 

(b)           Upon the effectiveness of this ThirdAmendment, the Borrower hereby reaffirms all covenants, representations andwarranties made in the Credit Agreement to the extent the same are not amendedhereby and agrees that all such covenants, representations and warranties shallbe deemed to have been remade as of the effective date of this Third Amendment.

 

(c)           No Event of Default or Default has occurredand is continuing or would exist after giving effect to this Third Amendment.

 

(d)           The Obligors have no defense, counterclaim oroffset with respect to the Credit Agreement or any of the other Loan Documents.

 

5.             Effect on the Loan Documents.

 

(a)           Upon the effectiveness of this ThirdAmendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,”“hereof,” “herein” or words of like import shall mean and be a reference to theCredit Agreement, as amended hereby.

 

(b)           Except as specifically amended herein, theCredit Agreement, the Loan Documents, and all other documents, instruments andagreements executed and/or delivered in connection therewith, shall remain infull force and effect, and are hereby ratified and confirmed.

 

(c)           The execution, delivery and effectiveness ofthis Third Amendment shall not operate as a waiver of any right, power orremedy of Lender, nor constitute a waiver of any provision of the CreditAgreement, the Loan Documents, or any other documents, instruments oragreements executed and/or delivered under or in connection therewith.

 

6.             Governing Law. This Third Amendment shall be binding uponand inure to the benefit of the parties hereto and their respective successorsand assigns and shall be governed by and construed in accordance with the lawsof the State of Missouri.

 

2

----

 

7.             Headings. Section headings in this Third Amendment are included herein forconvenience of reference only and shall not constitute a part of this ThirdAmendment for any other purpose.

 

8.             Counterparts. This Third Amendment may be executed by theparties hereto in one or more counterparts, each of which taken together shallbe deemed to constitute one and the same instrument.

 

INWITNESS WHEREOF, this Third Amendment has been duly executed as of the day andyear first written above.

 
| HEARTLAND BANK, Lender            |
|-----------------------------------|
|                              |
|                              |
| By:                               | /s/ Theodore H. Kraizer |   |
| Name:                             | Theodore H. Kraizer |   |
| Title:                            | Vice President |   |
|                              |
|                              |
| CENTENNIAL SPECIALTY FOODS        |
| CORPORATION, Borrower             |
|                              |
|                              |
| By:                               | /s/ Douglas L. Evans |   |
| Name:                             | Douglas L. Evans |   |
| Title:                            | Chief Financial Officer |   |
|                              |
|                              |
| STOKES CANNING COMPANY,  Borrower |
|                              |
|                              |
| By:                               | /s/ Douglas L. Evans |   |
| Name:                             | Douglas L. Evans |   |
| Title:                            | Chief Financial Officer |   |
|                                   |  |  |  |  |  |  |  |  |  |  |

 

3

----