Exhibit 10.1.8


 


EIGHTH AMENDMENT TO LOAN AND SECURITY
AGREEMENT


 


This Eighth Amendment to Loan and Security Agreement (this “Eighth
Amendment”) made and entered into as of the 24th day of March, 2006, is by and
among LASALLE BANK NATIONAL ASSOCIATION,
a national banking association (“LENDER”),
having its principal place of business at 135 South LaSalle Street, Chicago,
Illinois 60603-4105, and VITA FOOD PRODUCTS, INC.,
a Nevada corporation, with its chief executive office located at 2222 West Lake
Street, Chicago, Illinois 60612 (“Vita Food”), VIRGINIA
HONEY COMPANY, INC., a Virginia corporation, with its chief
executive office located at 2222 West Lake Street, Chicago, Illinois 60612 (“Virginia
Honey”), THE HALIFAX GROUP, INC., a Georgia
corporation, with its chief executive office located at 2222 West Lake Street,
Chicago, Illinois 60612 (“Halifax”), and VITA SPECIALTY FOODS, INC.,
a Delaware corporation, with its chief executive office located at 2222 West
Lake Street, Chicago, Illinois 60612  (“Specialty
Foods”) (Vita Food, Virginia Honey, Halifax and Specialty Foods are
individually a “Borrower” and collectively the “Borrowers”).


 


W I T N E S S E T
H:


 


WHEREAS, prior
hereto, Lender provided certain loans, extensions of credit and other financial
accommodations (the “Financial Accommodations”) to Borrowers pursuant to (a)
that certain Loan and Security Agreement dated as of September 5, 2003, as
amended by that certain First Amendment to Loan and Security Agreement dated as
of November 5, 2004, that certain Second Amendment to Loan and Security
Agreement dated as of December 21, 2004, that certain Third Amendment to Loan
and Security Agreement dated as of January 31, 2005, that certain Fourth
Amendment to Loan and Security Agreement dated as of April 4, 2005, that
certain Fifth Amendment to Loan and Security Agreement dated as of  June 30, 2005, that certain Sixth Amendment
to Loan and Security Agreement dated as of August 4, 2005, and that certain
Seventh Amendment to Loan and Security Agreement dated as of August 30, 2005,
each by and among Lender and Borrowers (collectively the “Loan Agreement”), and
(b) the other documents, agreements and instruments referenced in the Loan
Agreement or executed and delivered pursuant thereto;


 


WHEREAS, Borrowers
have requested, among other things, (i) that Lender extend the Revolving Loan
Termination Date, and (ii) modify certain financial covenants (collectively the
“Additional Financial Accommodations”); and


 


WHEREAS, Lender is
willing to provide the Additional Financial Accommodations, but solely on the
terms and subject to the provisions set forth in this Eighth Amendment and the
other agreements, documents and instruments referenced herein or executed and
delivered pursuant hereto.


 


NOW, THEREFORE, in
consideration of the foregoing, the mutual promises and understandings of the
parties hereto set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Lender and Borrowers
hereby agree as set forth in this Eighth Amendment.


 

















 


I.              Definitions.


 


A.            Use of Defined Terms.  Except as expressly set forth
in this Eighth Amendment, all terms which have an initial capital letter where
not required by the rules of grammar are used herein as defined in the Loan
Agreement.


 


B.            Amended Definitions.  Effective as
of the date of this Eighth Amendment, Section 1.1 of the Loan Agreement is
hereby amended by deleting the definitions of “Liabilities” “Maximum Revolving
Loan”, “Revolving Loan Termination Date”, “Revolving Note” and “Tangible Net
Worth Benchmark” and substituting therefor the following, respectively:


 


“Liabilities”:  shall mean any and all obligations,
liabilities, indebtedness, fees, costs and expenses, now or hereafter owed or
owing by Borrowers or any Borrower to Lender, or to any parent, affiliate or
subsidiary of Lender, of any and every kind and nature, including, but not
limited to, all principal, interest, debts, claims and indebtedness of any and
every kind and nature, howsoever created, arising or evidenced, whether primary
or secondary, direct or indirect, absolute or contingent, insured or uninsured,
liquidated or unliquidated, or otherwise, and whether arising or existing under
written or oral agreement or by operation of law, together with all costs, fees
and expenses of Lender arising hereunder, including, but not limited to, (1)
the indebtedness evidenced by the Revolving Note, Term Note A and Term Note B,
(2) reasonable attorneys’ and paralegals’ fees or charges relating to the
preparation of this Loan Agreement and the Other Agreements and the enforcement
of Lender’s rights and remedies pursuant to this Loan Agreement and the Other
Agreements, and (3) all liabilities and obligations arising under or in
connection with Rate Hedging Transactions.


 


“Maximum
Revolving Loan”: shall mean Nine Million Five Hundred
Thousand and no/100 Dollars ($9,500,000.00).


 


“Revolving Loan Termination Date”:
 shall mean April 1, 2007.


 


“Revolving
Note”:  shall mean that certain Revolving Note dated as
of March 24, 2006, executed and delivered by Borrowers to Lender in a maximum
aggregate principal amount not to exceed $9,500,000.00, as amended, renewed,
restated or replaced from time to time.


 


“Tangible Net
Worth Benchmark”:  shall mean: (i) negative Three
Million Two Hundred Fifty Thousand and no/100 Dollars (-$3,250,000)
as of December 31, 2005, (ii) negative Three Million Four Hundred Thousand  and no/100 Dollars (-$3,400,000.00) as of March 31, 2006,
and June 30, 2006, (iii) negative Three Million and no/100 Dollars (-$3,000,000.00) as of September 30,
2006, and (iv) negative Two Million Five Hundred Thousand and no/100 Dollars (-$2,500,000.00) as of December 31,
2006, and at all times thereafter; provided, however, the 2005 Severance
Expense shall be added back to Tangible Net Worth to determine Tangible Net
Worth for each calculation from December 31, 2005, through December 31, 2006.


 


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C.            New Definitions.  Effective as of
the date of this Eighth Amendment, Section 1.1 of the Loan Agreement is hereby
amended by adding the following new definition thereto in the appropriate
alphabetical order:


 


“2005 Severance Expense”
 shall mean the non-cash expense booked by Vita Food in December, 2005 to
account for salary owed to a terminated executive through 2007 pursuant to the
terms of such employee’s employment contract.


 


II.            Amendments to Loan Agreement.  Effective
as of December 31, 2005, with respect to Paragraph II.E below, and as of the
date of this Eighth Amendment with respect to each of the other modifications
set forth below, the Loan Agreement is hereby amended as follows:


 


A.            Inspections
and Verifications.  Section 4.3 of the Loan Agreement is
hereby amended by deleting Section 4.3 of the Loan Agreement in its entirety
and substituting therefor the following:


 


“4.3         Inspections
and Verifications.  Borrowers shall permit
Lender, or any Persons designated by Lender, to call at each Borrower’s places
of business at any reasonable times, upon not less than one (1) Business Day’s
prior written or oral notice, and, without hindrance or delay, to inspect the
Collateral and to inspect, audit, check and make extracts from each Borrower’s
books, records, journals, orders, receipts and any correspondence and other
data relating to each Borrower’s business, the Collateral or any transactions
between the parties hereto, and shall have the right to make such verification
concerning each Borrower’s business as Lender may consider reasonable under the
circumstances. Lender, at its discretion, will perform field audits twice per
calendar year, or more frequently as determined by Lender. Borrowers shall
furnish to Lender such information relevant to Lender’s rights under this Loan
Agreement as Lender shall at any time and from time to time request. Lender,
through its officers, employees or agents shall have the right, at any time and
from time to time, in Lender’s name, to verify the validity, amount or any
other matter relating to any of each Borrower’s Accounts, by mail, telephone,
telegraph or otherwise. Each Borrower authorizes Lender to discuss the affairs,
finances and business of Borrowers with any officers, employees or directors of
any Borrower or with its Parent or any Affiliate or the officers, employees or
directors of its Parent or any Affiliate, and to discuss the financial
condition of Borrowers with Borrowers’ independent public accountants. Any such
discussions shall be without liability to Lender or to Borrowers’ independent
public accountants. Borrowers shall pay to Lender all fees and all costs and
out-of-pocket expenses incurred by Lender in the exercise of its rights
hereunder, and all of such fees, costs and expenses shall constitute
Liabilities hereunder, shall be payable on demand and, until paid, shall bear
interest at the Default Rate.”


 


B.            Lockbox.  Section 4.5 of the
Loan Agreement is hereby amended by deleting Section 4.5 of the Loan Agreement
in its entirety and substituting therefor the following: 


 


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“4.5         Lockbox


 


(A)          Each
Borrower shall direct all Account Debtors to make payments on Accounts directly
into a lockbox established by Borrowers over which Lender shall have sole
control and authority pursuant to a Lockbox Agreement between Borrowers or any
Borrower and Lender (the “Lockbox”). Lender, now or at any time or times
hereafter, may take control of and endorse any Borrower’s name to any of the
items of payment or proceeds described in this Section 4.5. For the
purposes of this Section, each Borrower irrevocably, hereby makes, constitutes
and appoints Lender, and all persons designated by Lender for that purpose, as
such Borrower’s true and lawful attorney and agent-in-fact to take any such
actions. All such items of payment or proceeds received through the Lockbox or
directly from Borrowers or otherwise received by Lender, shall, unless Lender
shall otherwise elect, be deposited into a cash collateral account maintained
with Lender (the “Cash Collateral Account”) over which Lender has sole
authority and shall be applied by Lender to the Liabilities in accordance with
the terms of this Agreement.


 


(B)           Borrowers
shall execute all documents requested by Lender with respect to the Cash
Collateral Account and the Lockbox and agree to pay to Lender promptly upon
demand for any and all fees, costs and expenses which Lender incurs or
customarily charges in connection with the opening and maintaining of the Cash
Collateral Account and the Lockbox and depositing for collection by the Bank
any monies, checks, notes, drafts or other items of payment received and/or
delivered on account of the Liabilities.


 


(C)           In
the event that a Borrower maintains a controlled disbursement account at
Lender, each check presented for payment against such controlled disbursement
account and any other charge or request for payment against such controlled
disbursement account shall constitute a request for a Revolving Loan. As an
accommodation to Borrowers, Lender may permit telephone requests for Revolving
Loans and electronic transmittal of instructions, authorizations, agreements or
reports to Lender by Borrowers. Unless a Borrower specifically directs Lender
in writing not to accept or act upon telephonic or electronic communications
from such Borrower, Lender shall have no liability to Borrowers for any loss or
damage suffered by a Borrower as a result of Lender’s honoring of any requests,
execution of any instructions, authorizations or agreements or reliance on any
reports communicated to it telephonically or electronically and purporting to
have been sent to Lender by a Borrower and Lender shall have no duty to verify
the origin of any such communication or the authority of the Person sending it.”


 


C.            Eligible Accounts.  Section
5.1 of the Loan Agreement is hereby amended by deleting the initial sentence of
Section 5.1 and substituting therefor the following:


 


“5.1         Eligible Accounts.
 An “Eligible Account” is an Account owing to a Borrower which is
acceptable to Lender in its sole discretion for lending purposes, and that,
when scheduled to Lender and at all times thereafter, does not violate the
negative covenants and other provisions of this Section 5 and does satisfy the
positive covenants and other provisions of this Section 5.”


 


4

















 


D.            Eligible Inventory.  Sections
6.1 and 6.2 of the Loan Agreement are hereby amended by deleting Sections 6.1
and 6.2 of the Loan Agreement in their entirety and substituting therefor the
following:


 


“6.1         Eligible Inventory.
 “Eligible Inventory” means the portion of a Borrower’s Inventory which is
acceptable to Lender in its sole discretion for lending purposes, and that: (A)
consists of (i) raw materials, (ii) work-in-process, (iii) finished goods, or
(iv) packaging materials; (B) is not more than three hundred sixty-five (365)
days old; (C) is not consigned to or from any Person; (D) does not violate the
negative covenants and similar provisions of this Section 6 and does satisfy
the positive covenants and similar provisions of this Section 6; (E) Lender has
in good faith determined, in accordance with its customary business practices,
is not unacceptable due to age, type, category or quantity; (F) is subject to
Lender’s first position priority perfected security interest and lien; and (G)
is located at one of the locations specified on Schedule 4.4 and if located at
a warehouse, other storage facility or a leased facility, Lender has (i)
received an original Warehouse Agreement or Landlord Agreement in form and
substance acceptable to Lender, (ii) filed its Uniform Commercial Code
financing statements in accordance with applicable law with regard to the
respective location of each such warehouse, leased facility or other storage
facility, and (iii) as evidenced by then currently dated Uniform Commercial
Code judgment and lien searches satisfactory to Lender, there are no security
interests or liens in and to the Collateral located at such warehouse, other
storage facility or leased facility other than Lender’ s first position
priority security interest and lien.


 


6.2           Additional Representations, Warranties and
Covenants.  Borrowers represent and warrant to and covenant
with Lender that:  (A) the Inventory
shall be kept only at the locations specified on Schedule 4.4; (B) Borrowers
now keep and hereafter at all times shall keep correct and accurate records
itemizing and describing the age, kind, type and quantity of Inventory and
Borrowers’ stated actual cost therefor, together with withdrawals therefrom and
additions thereto for each month, all of which records shall be available, upon
demand, to any of Lender’ s officers, employees or agents for inspection and
copying thereof; (C) all Inventory is now and hereafter at all times shall be
of good and merchantable quality, free from defects; (D) any of Lender’s
officers, employees or agents shall, now and at any time or times hereafter,
have the right, upon demand, to inspect and examine the Inventory and to check
and test the same as to quality, quantity, value and condition; and (E) all
Eligible Inventory set forth on the Borrowing Base Certificate (1) consists of
(i) raw materials, (ii) work-in-process, (iii) finished goods, or (iv)
packaging materials; (2) is not more than three hundred sixty-five (365) days
old; (3) is not consigned to any Person; (4) does not violate the negative
covenants and similar provisions of this Section 6 and does satisfy the
positive covenants, and similar provisions of this Section 6; (5) is subject to
Lender’s first position priority preferred security interest and lien; and (7)
is located at one of the locations specified on Schedule 4.4, and, if located
at a warehouse, other storage facility or leased facility, Lender has (i)
received an original executed Warehouse Agreement or Landlord Agreement in form
and substance acceptable to Lender, (ii) filed its Uniform Commercial Code
financing statements in accordance with applicable law with regard to the
respective location of each such warehouse, other storage facility or leased
facility, and (iii) as evidenced by then currently dated Uniform Commercial
Code judgment and lien searches satisfactory to Lender, there are no security
interests or liens in 


 


5

















 


and to the Collateral located at such warehouse, other storage facility
or leased facility, other than Lender’s first position priority security
interest and lien. All costs, fees and expenses incurred by Lender in
connection with this Section 6, or which Lender becomes obligated to pay, shall
be part of the Liabilities, secured by the Collateral and payable by Borrowers
to Lender on demand.”


 


E.             Financial Covenants.  Section
9.4 of the Loan Agreement is hereby amended by deleting Section 9.4 of the Loan
Agreement in its entirety and substituting therefor the following:


 


“9.4         Financial Covenants.  During
the term of this Loan Agreement, and thereafter for so long as there are any
outstanding Liabilities owed to Lender, Borrowers covenant that they shall:


 


(A)          Tangible Net Worth.  Maintain
a minimum Tangible Net Worth of not less than the Tangible Net Worth Benchmark
tested as of the last day of each calendar quarter.


 


(B)           Cash Flow Coverage Ratio.  Not
permit Borrowers’ Cash Flow Coverage Ratio, calculated on a trailing twelve
(12) month basis, to be less than: (i) .35 to 1.00 as of March 31, 2006, (ii)
..35 to 1.00 as of June 30, 2006, (iii) .80 to 1.00 as of September 30, 2006,
and (iv) 1.00 to 1.00 as of December 31, 2006, or as of the last day of any
calendar quarter thereafter. The Cash Flow Coverage Ratio will not be tested as
of December 31, 2005. Thereafter, commencing March 31, 2006, the 2005 Severance
Expense shall be added back to EBITDA for all calculations of the Cash Flow
Coverage Ratio through and including December 31, 2006.


 


(C)           Minimum
EBITDA.  Borrowers shall maintain EBITDA, calculated on a trailing
twelve (12) month basis, of not less than (i) One Million One Hundred Thousand
and no/100 Dollars ($1,100,000.00) as of December 31, 2005, (ii) One Million
Three Hundred Thousand and no/100 Dollars ($1,300,000.00) as of March 31, 2006,
(iii) One Million Four Hundred Thousand and no/100 Dollars ($1,400,000.00) as
of June 30, 2006, (iv) Two Million Four Hundred Thousand and no/100 Dollars
($2,400,000.00) as of September 30, 2006, and (v) Three Million Six Hundred
Thousand and no/100 Dollars ($3,600,000.00) as of December 31, 2006, and as of
the last day of each calendar quarter thereafter; provided, however, the 2005
Severance Expense shall be added back to EBITDA for all calculations of EBITDA
from December 31, 2005, through and including December 31, 2006.”


 


F.             Financial Reporting.  Section
9.5(F) of the Loan Agreement is hereby amended by deleting Section 9.5(F) of
the Loan Agreement in its entirety and substituting therefor the following:


 


“(F)         (1)
an executed daily loan report and certificate in Lender’s then current form on
each day on which Borrower requests a Revolving Loan, and in any event at least
once each week, which shall be accompanied by copies of Borrower’s sales
journal, cash receipts journal and credit memo journal for the relevant period,
and (2) on the first Business Day of each week, a cash flow forecast for such
week. The report specified in subparagraph (1) of this paragraph (F) shall
reflect the activity of Borrowers with respect to Accounts for the immediately
preceding week, and shall be in a form and with such specificity as is 


 


6

















 


satisfactory to Lender and shall contain such additional information
concerning Accounts and Inventory as may be requested by Lender including,
without limitation, but only if specifically requested by Lender, copies of all
invoices prepared in connection with such Accounts.”


 


G.            Events of Default.  Section 11.1(A) of the Loan Agreement is
hereby amended by deleting Section 11.1(A) of the Loan Agreement in its
entirety and substituting therefor the following:


 


“(A)        Borrowers fail to fully and timely pay the Liabilities, when due and
payable or declared due and payable;”


 


H.            Notice.  The Lender’s address set forth in Section
12.14 of the Loan Agreement is hereby amended by deleting said address in its
entirety and substituting therefor the following:


 


“If
to Lender, then to:


 


LaSalle Bank National Association


135 South LaSalle Street


Suite 425


Chicago, Illinois 60603


Attention: Mr. Steven Buford


Facsimile No.: 
(312) 904-6450”


 


I.              Consignor Letter.  On or before March 31, 2006, or such later
date as Lender may determine in its sole discretion, Borrowers shall deliver to
Lender a consignor letter in the form of Exhibit “A” attached to this Eighth
Amendment (the “Consignor Letter”) executed by any party that currently
consigns Inventory to any Borrower. From time to time hereafter, prior to
accepting any Inventory on consignment, Borrowers shall obtain an executed
Consignor Letter from the applicable consignor in the form of Exhibit “A”
attached hereto.


 


III.           Conditions Precedent.  Lender’s obligation to provide the Additional
Financial Accommodations to Borrowers is subject to the full and timely
performance of the following covenants prior to or contemporaneously with the
execution of this Eighth Amendment:


 


A.            Borrowers
executing and delivering, or causing to be executed and delivered to Lender,
the following documents, each of which shall be in form and substance
acceptable to Lender:


 


(i)            An original Revolving
Note of even date herewith executed by the Borrowers to Lender;


 


(ii)           An original Company
General Certificate of even date herewith executed by the Secretary of each
Borrower to Lender; and


 


(iii)          such other agreements,
documents and instruments as Lender may reasonably request;


 


7

















 


B.            No
Unmatured Event of Default or Event of Default exists under the Loan Agreement,
as amended by this Eighth Amendment, or the Other Agreements;


 


C.            No
claims, litigation, arbitration proceedings or governmental proceedings not
disclosed in writing to Lender prior to the date of hereof shall be pending or
known to be threatened against Borrowers and no known material development not
so disclosed shall have occurred in any claims, litigation, arbitration
proceedings or governmental proceedings so disclosed which in the opinion of
Lender is likely to materially or adversely affect the financial position or
business of any Borrower or the capability of any Borrower to pay its obligations
and liabilities to Lender; and


 


D.            There
shall have been no material or adverse change in the business, financial
condition or results of operations since the date of each Borrower’s most
recently delivered financial statements to Lender.


 


IV.           Conflict. If, and to the extent, the
terms and provisions of this Eighth Amendment contradict or conflict with the
terms and provisions of the Loan Agreement, the terms and provisions of this
Eighth Amendment shall govern and control; provided, however, to the extent the
terms and provisions of this Eighth Amendment do not contradict or conflict
with the terms and provisions of the Loan Agreement, the Loan Agreement, as
amended by this Eighth Amendment, shall remain in and have its intended full
force and effect, and Lender and Borrowers hereby affirm, confirm and ratify
the same.


 


V.            Severability.  Wherever possible, each provision of this
Eighth Amendment shall be interpreted in such manner as to be valid and
enforceable under applicable law, but if any provision of this Eighth Amendment
is held to be invalid or unenforceable by a court of competent jurisdiction,
such provision shall be severed herefrom and such invalidity or
unenforceability shall not affect any other provision of this Eighth Amendment,
the balance of which shall remain in and have its intended full force and
effect. Provided, however, if such provision may be modified so as to be valid
and enforceable as a matter of law, such provision shall be deemed to be
modified so as to be valid and enforceable to the maximum extent permitted by
law.


 


VI.           Reaffirmation.  Borrowers hereby reaffirm and remake all of
the representations, warranties, covenants, duties, obligations and liabilities
contained in the Loan Agreement, as amended hereby.


 


VII.          Fees, Costs and Expenses.


 


(A)          Contemporaneously
herewith, Borrowers shall pay to Lender a fully-earned, non-refundable
amendment fee in the amount of $10,000.00.


 


(B)           Borrowers
agree to pay, upon demand, all fees, costs and expenses of Lender, including,
but not limited to, reasonable attorneys’ fees, in connection with the
preparation, execution, delivery and administration of this Eighth Amendment
and the other agreements, documents and instruments executed and delivered in
connection herewith or pursuant hereto.


 


VIII.        Choice of Law.  This Eighth Amendment has been delivered and
accepted in Chicago, Illinois, and shall be governed by and construed in
accordance with the laws of the State of Illinois, 


 


8

















 


regardless of the laws that
might otherwise govern under applicable principles of conflicts of law as to
all matters, including matters of validity, construction, effect, performance
and remedies.


 


IX.           Counterpart.  This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.


 


X.            Waiver of Jury Trial.  BORROWERS AND LENDER EACH HEREBY WAIVE
THEIR RESPECTIVE RIGHT TO TRIAL BY JURY.


 


[signature page follows]


 


9

















 


IN WITNESS WHEREOF,
Lender and Borrowers have caused this Eighth Amendment to be executed and
delivered by their duly authorized officers as of the date first set forth
above.


 


	
  LASALLE BANK NATIONAL ASSOCIATION,

  	
  VITA FOOD PRODUCTS, INC.,

  
	
  a national banking association

  	
  a Nevada corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Sara H. DeKuiper

  	
   

  	
  By:

  	
  /s/ Stephen D. Rubin

  	
   

  
	
  Name:

  	
  Sara H. DeKuiper

  	
   

  	
  Name:

  	
  Stephen D. Rubin

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VIRGINIA HONEY COMPANY, INC.,

  
	
   

  	
   

  	
  a Virginia corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Clifford Bolen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Clifford Bolen

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Assistant Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE HALIFAX GROUP, INC.,

  	
   

  
	
   

  	
   

  	
  a Georgia corporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Clifford Bolen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Clifford Bolen

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Treasurer & Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VITA SPECIALTY FOODS, INC.,

  	
   

  
	
   

  	
   

  	
  a Delaware corporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Clifford Bolen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Clifford Bolen

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Assistant Secretary

  	
   

  
							



 


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