Exhibit 10.27


 


THIRD AMENDMENT


TO


LOAN AND SECURITY AGREEMENT


 


THIS
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (“Third Amendment”) is made and
entered into as of this 12th day of August, 2005 by and among CENTENNIAL
SPECIALTY FOODS CORPORATION, a Delaware corporation, and STOKES CANNING
COMPANY, a Colorado corporation (collectively, the “Borrower”), and HEARTLAND
BANK, a federal savings bank (“Lender”).


 


W1TNESSETH:


 


WHEREAS,
pursuant to that certain Loan and Security Agreement dated as of March 15,
2004, by and between Borrower and Lender, and Amendment No. 1 thereto
dated March 26, 2004, and a Second Amendment dated March 21, 2005 (as
amended, the “Credit Agreement”), Lender has made a Loan available to Borrower
in an aggregate principal amount not to exceed $4,000,000.00 (or $5,000,000 if
certain conditions are met); and


 


WHEREAS,
pursuant to the terms of the Credit Agreement, the Borrower executed a
Revolving Credit Note; and


 


WHEREAS,
the Borrower has proposed certain modifications of the provisions contained in
the Credit Agreement, and Lender is willing to agree to same on the terms and
conditions hereafter set forth.


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreements set forth herein and for other good and valuable consideration, the
mutuality, receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:


 


1.             Definitions. All capitalized terms not otherwise defined herein shall have the
meanings given to such terms in the Credit Agreement.


 


2.             Amendments to Credit Agreement. The Credit Agreement is hereby amended as
follows:


 


(a)           Section 10.1(a) of the Credit Agreement is hereby
deleted in its entirety and is hereby replaced with the following:


 


“(a) Minimum Consolidated Net Worth. As of the last day of
each fiscal quarter of Borrower commencing with the fiscal quarter of Borrower
ending March 31, 2004, and continuing to the fiscal quarter of Borrower
ending December 31, 2004, permit the sum of Borrowers’ Consolidated Net
Worth to be less than $6,700,000; from and after January 1, 2005, and as
of any date thereafter continuing through June 30, 2005, permit the sum of
Borrowers’ Consolidated Net Worth to be less than $6,400,000; and from and
after July 1, 2005, and as of any date thereafter, permit the sum of Borrowers’
Consolidated Net Worth to be less than $5,700,000.”


 


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3.             Conditions to Effectiveness. This Third Amendment shall become effective
when and only when the Lender shall have received (i) this Third Amendment
duly executed by the Borrower, (ii) the payment to Lender of an amendment
fee of $2,500, (iii) payment of all outstanding legal fees and costs of
Lender, including those incurred in connection with this Third Amendment, and (iv) such
other certificates, instruments, documents and agreements as may be required by
Lender or its counsel, each of which shall be in form and substance
satisfactory to Lender and its counsel.


 


4.             Representations and Warranties. The Borrower hereby represents and warrants
as follows:


 


(a)           This Third Amendment and the Credit
Agreement, as amended hereby, constitute legal, valid and binding obligations
of the Borrower and arc enforceable against the Borrower in accordance with
their respective terms.


 


(b)           Upon the effectiveness of this Third
Amendment, the Borrower hereby reaffirms all covenants, representations and
warranties made in the Credit Agreement to the extent the same are not amended
hereby and agrees that all such covenants, representations and warranties shall
be deemed to have been remade as of the effective date of this Third Amendment.


 


(c)           No Event of Default or Default has occurred
and is continuing or would exist after giving effect to this Third Amendment.


 


(d)           The Obligors have no defense, counterclaim or
offset with respect to the Credit Agreement or any of the other Loan Documents.


 


5.             Effect on the Loan Documents.


 


(a)           Upon the effectiveness of this Third
Amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,”
“hereof,” “herein” or words of like import shall mean and be a reference to the
Credit Agreement, as amended hereby.


 


(b)           Except as specifically amended herein, the
Credit Agreement, the Loan Documents, and all other documents, instruments and
agreements executed and/or delivered in connection therewith, shall remain in
full force and effect, and are hereby ratified and confirmed.


 


(c)           The execution, delivery and effectiveness of
this Third Amendment shall not operate as a waiver of any right, power or
remedy of Lender, nor constitute a waiver of any provision of the Credit
Agreement, the Loan Documents, or any other documents, instruments or
agreements executed and/or delivered under or in connection therewith.


 


6.             Governing Law. This Third Amendment shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns and shall be governed by and construed in accordance with the laws
of the State of Missouri.


 


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7.             Headings. Section headings in this Third Amendment are included herein for
convenience of reference only and shall not constitute a part of this Third
Amendment for any other purpose.


 


8.             Counterparts. This Third Amendment may be executed by the
parties hereto in one or more counterparts, each of which taken together shall
be deemed to constitute one and the same instrument.


 


IN
WITNESS WHEREOF, this Third Amendment has been duly executed as of the day and
year first written above.


 


	
  HEARTLAND BANK, Lender

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Theodore H. Kraizer

  	
   

  
	
  Name:

  	
  Theodore H. Kraizer

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  
	
   

  
	
   

  
	
  CENTENNIAL SPECIALTY FOODS

  
	
  CORPORATION, Borrower

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Douglas L. Evans

  	
   

  
	
  Name:

  	
  Douglas L. Evans

  	
   

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  
	
   

  
	
  STOKES CANNING COMPANY,
  Borrower

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Douglas L. Evans

  	
   

  
	
  Name:

  	
  Douglas L. Evans

  	
   

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  
											



 


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