Exhibit
10.42


 


AMENDMENT NO.11 TO 

LOAN AGREEMENT


 


 


This Amendment No.
11 to Loan Agreement (this “Amendment”), dated as of January 31, 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
1.1 - Definition of “Revolver Termination Date”.  The definition of “Revolver Termination Date” contained in
Section 1.1 is hereby amended in full to read as follows:


 


“Revolver Termination Date” means February 28,
2003, or such later anniversary of such date as may be established pursuant to
Section 2.6.


 


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 together with any and all other fees and expenses currently due and
owing to the Administrative


 


1

















 


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 4 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.


 


 


[THIS
SPACE INTENTIONALLY LEFT BLANK -


 


SIGNATURE
PAGE TO FOLLOW]


 


2

















 


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

  
						



 


S - 1

















 


ANNEX I TO AMENDMENT NO.
11


 


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. 11 to Loan Agreement (“Amendment No. 11”).  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. 11.


 


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 31, 2003.


 


	
  LANDEC
  CORPORATION, a California 

  corporation

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CAL EX TRADING
  COMPANY, 

  a California corporation

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


I - 1