Exhibit
10.41


 


AMENDMENT NO.10 TO 

LOAN AGREEMENT


 


 


This Amendment No. 10 to Loan Agreement (this
“Amendment”), dated as of January 15, 2003, is entered into with reference to
the Loan Agreement (as amended, supplemented or otherwise modified from time to
time, the “Loan Agreement”) dated as of November 29, 1999 currently among Apio,
Inc., a Delaware corporation (successor by merger and name change to Bush
Acquisition Corporation, a Delaware corporation) (“Borrower”), each lender from
time to time a party thereto (each a “Lender” and collectively, the “Lenders”),
Bank of America, N.A., as Issuing Lender, and Bank of America, N.A., as
Administrative Agent (in such capacity, the “Administrative Agent”).  Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Loan Agreement.  Section references herein relate to the Loan
Agreement unless otherwise stated.


 


The parties hereto hereby agree as follows:


 


1.             Section 6.19 - Maximum Research
and Development Expenditures. 
Section 6.19 is hereby amended in full to read as follows:


 


“6.19       Maximum Research and Development
Expenditures.  Permit research and
development expenditures to exceed (a) during the Fiscal Year ended on the
Sunday nearest to October 31, 2002, $1,886,000, and (b) during any other Fiscal
Year, $1,500,000.”


 


2.             Effectiveness.  This Amendment shall become effective on
such date (the “Effective Date”) as the Administrative Agent shall have
received, in form and substance satisfactory to the Administrative Agent and
the Lenders, (a) duly executed counterparts of this Amendment and
(b) a duly executed counterparts of Annex I attached hereto, signed
by each Party thereto.


 


3.             Representations and Warranties.  Except (i) for representations and
warranties which expressly relate to a particular date or which are no longer
true and correct as a result of a change permitted by the Loan Agreement or the
other Loan Documents or (ii) as disclosed by Borrower and approved in
writing by the Requisite Lenders, the Borrower hereby represents and warrants
that each representation and warranty made by Borrower in Article 4 of the
Loan Agreement (other than Sections 4.6 (first sentence), 4.11, and 4.18)
are true and correct as of the date hereof as though such representations and
warranties were made on and as of the date hereof.  Without in any way limiting the foregoing, Borrower represents
and warrants to the Administrative Agent and the Lenders that no Default or
Event of Default has occurred and remains continuing or will result from the
consents, waivers, amendments or transactions set forth herein or contemplated
hereby.


 


4.             Fees and Expenses.  Borrower hereby agrees to reimburse the
Administrative Agent and the Lenders for the Administrative Agents and Lenders’
reasonable costs and expenses (including reasonable attorney’s fees and
expenses) incurred in connection with the negotiation and drafting of this
Amendment and the transaction contemplated hereby


 


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together with any and all
other fees and expenses currently due and owing to the Administrative Agent
and/or the Lenders.  Borrower further
agrees that, commencing on the date hereof, it shall satisfy its obligations
under Section 11.3 of the Loan Agreement not later than five (5) days after
receipt of an invoice with respect thereto from the Administrative Agent.  Each of the parties hereto hereby agrees
that the failure to satisfy the requirements of this Section 8 shall
constitute an Event of Default under the Loan Agreement.


 


5.             Confirmation.  In all respects, the terms of the Loan
Agreement and the other Loan Documents, in each case as amended hereby or by
the documents referenced herein, are hereby confirmed.


 


 


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SIGNATURE PAGE TO FOLLOW]


 


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IN WITNESS WHEREOF, Borrower, the Administrative Agent
and the Lenders have executed this Agreement as of the date first set forth
above by their duly authorized representatives.


 


	
   

  	
  APIO, INC., a
  Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA,
  N.A., as Administrative 

  Agent, Issuing Lender and sole Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Carol Clements,
  Senior Vice President

  
						



 


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ANNEX
I TO AMENDMENT NO. 10


 


CONSENT AND REAFFIRMATION OF GUARANTOR AND PLEDGOR


 


Each of the undersigned guarantors and pledgors hereby
consents to the execution, delivery and performance by Borrower and the
Administrative Agent of the foregoing Amendment No. 10 to Loan Agreement
(“Amendment No. 10”).  In connection
therewith, each of the undersigned expressly and knowingly reaffirms its
liability under each of the Loan Documents to which it is a Party and expressly
agrees (a) to be and remain liable under the terms of each such Loan Document,
and (b) that it has no defense, offset or counterclaim whatsoever against the
Administrative Agent or the Lenders with respect to any such Loan Document.


 


Each of the undersigned further agrees that each Loan
Document to which it is a Party shall remain in full force and effect and is
hereby ratified and confirmed.


 


Each of the undersigned further agrees that the
execution of this Consent and Reaffirmation of Guarantor and Pledgor is not
necessary for the continued validity and enforceability of any Loan Document to
which it is a Party, but is executed to induce the Administrative Agent and the
Lenders to approve of and otherwise enter into the Amendment No. 10.


 


IN WITNESS WHEREOF, each of the undersigned, intending
to be legally bound hereby, has caused this Consent and Reaffirmation of
Guarantor and Pledgor to be executed as of January 15, 2003.


 


	
  LANDEC
  CORPORATION, a California 

  corporation

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CAL EX TRADING
  COMPANY, 

  a California corporation

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


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