exv10w1



 






Exhibit 10.1




LETTER AMENDMENT NO. 3




Dated as of December 19, 2006




M&I Marshall & Ilsley Bank

651 Nicollet Mall

Minneapolis, Minnesota 55402-1611




Ladies/Gentlemen:




     We refer to the Revolving Credit Agreement dated as of December 18, 2002, as amended (the
“Credit Agreement”) between you and us. Unless otherwise defined in this letter amendment, terms
defined in the Credit Agreement are used in this letter amendment as defined in the Credit
Agreement.



     It is hereby agreed by you and us as follows:

     The Credit Agreement is, effective the date first above written, hereby amended as follows:




	 	(a)	 	The first sentence of Section 2.1 is amended in full to read as
follows:
	 
	 	 	 	Section 2.1. Commitment for Revolving Loan. The Bank
agrees, in accordance with the terms of this Agreement, to make
advances (the “Advances”) to the Borrower from time to time from the
date hereof to and including December 31, 2008 (the “Termination
Date”) or the earlier termination of the Commitment under the terms
of this Agreement, in an aggregate amount not to exceed $5,000,000.00
(the “Commitment”).










	 	(b)	 	Section 2.4 is amended by changing the phrase “Prime Rate minus
0.50%” both places it appears to be “Prime Rate minus 1.0%” and by changing the
phrase “LIBOR plus 2.25%” the one place it appears to be “LIBOR plus 1.75%.”
	 
	 	(c)	 	Section 5.1(a) (vi) [Borrowing Base and aging reporting] is
deleted in its entirety.














 






	 	(d)	 	Section 5.1(g) [Net Income] is amended in full to read as
follows:





[Intentionally Deleted]




     On and after the effective date of this letter amendment, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof”, or words of like import referring to the
Credit Agreement, and each reference in the Note and the Security Agreement to “the Credit
Agreement”, “thereunder”, “thereof”, or words of like import referring to the Credit Agreement,
shall mean and be a reference to the Credit Agreement as amended by this letter amendment. The
Credit Agreement, as amended by this letter amendment, is and shall continue to be in full force
and effect and is hereby in all respects ratified and confirmed.



     This letter amendment may be executed in any number of counterparts and by any combination of
the parties hereto in separate counterparts, each of which counterparts shall be an original and
all of which taken together shall constitute one and the same letter amendment.



     If you agree to the terms and provisions hereof, please evidence your agreement by executing
and returning one counterpart of this letter amendment to us. This letter amendment shall become
effective as of the date first above written when and if counterparts of this letter amendment
shall have been executed by you and us.



Very truly yours,




LifeCore Biomedical, Inc.




	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	By
	 	/s/ David M. Noel	 	 
	 

	 	 	 	 	 	 
	 

	 	   Its
	 	 VP of Finance and CFO	 	 






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Agreed as of the date

first above written:




M&I Marshall & Ilsley Bank




	 	 	 	 	 
	By

	 	/s/ Sam S. Pepper Jr.	 	 
	   Its

	 	 

Vice President
	 	 
	 
	 	 	 	 
	By

	 	/s/ Stacy A. Voves	 	 
	   Its

	 	 

Assistant Vice President
	 	 







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