Exhibit 10.1


 


SIXTH AMENDMENT TO LOAN AND
SECURITY AGREEMENT


 


This Sixth Amendment
to Loan and Security Agreement (this “Sixth Amendment”) made and entered into
as of the 4th day of August, 2005, 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, and that
certain Fifth Amendment to Loan and Security Agreement dated as of  June 30, 2005, each by and among Lender and
Borrowers (as further amended or restated from time to time, 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 that Lender, (i) temporarily increase the maximum
principal amount of the Revolving Loans from $8,500,000 to $9,500,000, (ii) temporarily
increase the amount of the Overadvance from $800,000 to $1,750,000, and (iii) temporarily
increase the inventory cap from $4,250,000 to $5,000,000 (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 Sixth
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 is hereby
acknowledged, Lender and Borrowers hereby agree as set forth in this Sixth
Amendment.


 





















 


I.              Definitions.


 


A.            Use of Defined Terms. 
Except as expressly set forth in this Sixth 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 Sixth
Amendment, Section 1.1 of the Loan Agreement is hereby amended by deleting the
definitions of “Borrowing Base”, “Maximum Revolving Loan”, “Overadvance” and “Revolving
Note” and substituting therefor the following, respectively:


 


“Borrowing Base”:  shall mean the total, without duplication, of
the following:


 


(1) eighty
percent (80%) of the face amount of all then existing Eligible Accounts as
set forth on the Borrowing Base Certificate delivered by Borrowers to Lender
from time to time, minus all finance charges and prompt payment, volume and all
other discounts, credits or allowances which may be taken by or granted to
Account Debtors,


 


(2) plus,
without duplication, the lesser of (a) the sum of (I) sixty percent
(60%) of the Value of all then existing Eligible Inventory consisting of
raw materials and packaged goods, (II) twenty-five percent (25%) of the Value
of all then existing Eligible Inventory consisting of packaging inventory, and
(III) fifty percent (50%) of the Value of In-Transit Inventory; or (b)
$5,000,000.00 from August 4, 2005, through December 30, 2005, and $4,500,000.00
from December 31, 2005, and at all times thereafter,


 


(3) plus the
Overadvance,


 


(4) less all
Letter of Credit Obligations.


 


“Maximum Revolving Loan”:
shall mean (1) from August 4, 2005, through August 30, 2005, an amount equal to
Nine Million Five Hundred Thousand and no/100 Dollars ($9,500,000.00), and (2)
from August 31, 2005, and at all times thereafter, an amount equal to Nine
Million and no/100 Dollars ($9,000,000.00).


 


“Overadvance”:
shall mean an amount equal to (1) One Million Seven Hundred Fifty Thousand and
no/100 Dollars ($1,750,000.00) from August 4, 2005, through August 30, 2005, and
(2) zero Dollars ($0) from August 31, 2005, and at all times thereafter.


 


“Revolving Note”:
shall mean that certain Revolving Note dated as of August 4, 2005, 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.


 


II.            Conditions Precedent. Lender’s
obligation to provide the Additional Financial Accommodations to Borrowers is
subject to the full and timely performance of the following


 


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covenants prior to or
contemporaneously with the execution of this Sixth 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 Secretary’s 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;


 


B.            No
Unmatured Event of Default or Event of Default exists under the Loan Agreement,
as amended by this Sixth 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.


 


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


 


IV.           Severability.  Wherever possible, each provision of this
Sixth Amendment shall be interpreted in such manner as to be valid and
enforceable under applicable law, but if any provision of this Sixth 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 Sixth 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.


 


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


 


VI.           Fees, Costs and Expenses.  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 Sixth Amendment and the other agreements, documents and
instruments executed and delivered in connection herewith or pursuant hereto.


 


VII.          Choice of Law.  This Sixth 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, 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.


 


VIII.        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.


 


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


 


 


[signature page
follows]


 


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IN
WITNESS WHEREOF, Lender and Borrowers have caused this Sixth
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/ K. Joseph Angel,
  Jr.

  	
   

  	
   

  	
  By:

  	
  /s/ Stephen D. Rubin

  	
   

  
	
  Name:

  	
  K. Joseph Angel, Jr.

  	
   

  	
   

  	
  Name:

  	
  Stephen D. Rubin

  	
   

  
	
  Title:

  	
  Assistant 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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