EXHIBIT 10.25


 


SECOND
AMENDMENT


TO


LOAN AND SECURITY AGREEMENT


THIS SECOND AMENDMENT TO LOAN AND SECURITY  AGREEMENT (“Second Amendment”) is made and
entered into as of this 21st day of March, 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”).


WITNESSETH:


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 (as amended, the “Credit Agreement”), Lender has made a Loan
available to Borrower in an aggregate principal amount not to exceed
$5,000,000.00; 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.         The definition of “Revolving Credit Facility” at Section
1.1 of the Credit Agreement is hereby deleted in its entirety and is hereby
replaced with the following:


“Revolving Credit Facility” means the facility for the
Revolving Credit Loans in the principal sum of $4,000,000, provided, however,
that in the event the Borrower complies with the covenants at Section 10.1(a)
and 10.1(b) hereof for two consecutive fiscal quarters of Borrower (and
irrespective of whether the covenant compliance period for either covenant has
commenced pursuant to the time periods expressed in Section 10.1(a) and 10.1(b)
hereof), the said principal sum shall be $5,000,000.


b.         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


 


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to be less than
$6,700,000; from and after January 1, 2005, and as of any date, permit the
sum of Borrowers’ Consolidated Net Worth to be less than $6,400,000.”


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


“(b)  Minimum
Debt Service Coverage Ratio.  As of
the last day of each fiscal quarter of Borrower commencing with the fiscal
quarter of Borrower ending December 31, 2005, permit the consolidated Debt
Service Coverage Ratio, measured for each fiscal quarter, to be less than
1.5:1.0.  The measurement of such Ratio
for each fiscal quarter will be for the immediately preceding four fiscal
quarters; provided, however, that the foregoing financial covenant will
be applicable only upon and after the end of the first fiscal quarter the total
outstanding principal balance of all Loans is greater than $3,000,000.


d.         Section 10.6 of the Credit Agreement is hereby
deleted in its entirety and is hereby replaced with the following:


“Section
10.6            Restricted
Distributions and Payments.  Declare or
make any Restricted Distribution or Restricted Payment, unless at the time of
each such Restricted Distribution or Restricted Payment and after giving effect
thereto, the Borrowers’ Consolidated Net Worth is greater than $7,000,000 and
no Default or Event of Default exists or would result therefrom (including,
without limitation, a Default in compliance with the financial covenants in Section 10.1 computed as of the
date of such transaction).  In the event
under the foregoing sentence the declaration or making of such Distributions or
Payments is permissible, such declaration and payments may be made in any one
fiscal year of Borrower only to the extent of 50% of the Net Income of Borrower
for that fiscal year.”


e.         Exhibit D to the Credit Agreement is hereby deleted
in its entirety and is hereby replaced with Exhibit D attached and made
a part hereof.


3.             Conditions
to Effectiveness.  This Second Amendment shall become effective
when and only when the Lender shall have received (i) this Second 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 Second 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 Second Amendment and the Credit Agreement, as amended
hereby, constitute legal, valid and binding obligations of the Borrower and are
enforceable against the Borrower in accordance with their respective terms.


b.         Upon the effectiveness of this Second 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 Second Amendment.


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


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


 


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5.         Effect on the Loan Documents.


a.         Upon the effectiveness of this Second 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 Second
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.


Governing
Law.  This Second 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.


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


Counterparts.  This Second 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 Second Amendment has been
duly executed as of the day and year first written above.


	
  HEARTLAND BANK, Lender

  
	
   

  
	
  By: 

  	
  /s/ Ted Kraizer

  
	
  Name:

  	
  Ted Kraizer

  
	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
  CENTENNIAL SPECIALTY FOODS CORPORATION, Borrower

  
	
   

  
	
   By:

  	
  /s/ Jeffrey R. Nieder 

  
	
  Name:

  	
  Jeffrey R. Nieder 

  
	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  STOKES CANNING COMPANY, Borrower 

  
	
   

  
	
  By:

  	
  /s/ Jeffrey R. Nieder 

  
	
  Name:

  	
  Jeffrey R. Nieder 

  
	
  Title:

  	
  President

  



 


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EXHIBIT
D


 


BORROWING
BASE CERTIFICATE


This Borrowing Base Certificate is delivered pursuant
to Section 7.13(c) of that certain Loan and Security Agreement dated as of
March 15, 2004, by and among Centennial Specialty Foods Corporation, a Delaware
corporation and Stokes Canning Company, a Colorado corporation (the “Borrowers”)
and Heartland Bank (“Lender”), as the same may from time to time be amended,
modified, extended, renewed or restated (the “Credit Agreement”).  All capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed to them in the
Credit Agreement.


Borrowers hereby represent and warrant to the Lender
that the following information is true, correct and complete in all material
respects as of                     ,
20     :


	
  1.

  	
   

  	
  Eligible Accounts of
  Borrowers

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  75% of Item 1

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Eligible Inventory of
  Borrowers

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  50% of Item 3

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Lesser of (i) $4,000,000
  and (ii) 70% of the current Appraised

  Value of the Real Estate

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Borrowing Base

  [Sum of Item 2 plus Item 4 plus item 5]

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Total Revolving Credit
  Facility: $4,000,000, unless the Minimum Net Worth and Debt Service Coverage
  Ratio covenants at Section 10.1 of the Credit Agreement have been complied
  with for two consecutive fiscal quarters, in which event the amount is
  $5,000,000

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Borrowers’ Maximum
  Revolving Credit Availability (Lesser of Item 6 or Item 7)

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Aggregate principal amount
  of outstanding Revolving Credit Loans

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Unused Revolving Credit
  Availability [Item 8 minus Item 9]
  [Negative amount requires immediate mandatory repayment]

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



If Item 10 above is negative, this Certificate is
accompanied by the mandatory repayment required by Section 2.3 of the Credit
Agreement.


 


 


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This Borrowing Base Certificate is dated the                    
day of                     ,
20     .


 


 


 


	
  CENTENNIAL SPECIALTY FOODS CORPORATION

  
	
   

  	
   

  
	
  By:

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
  STOKES CANNING COMPANY

  
	
   

  	
   

  
	
  By:

  	
   

  
	
  Title:

  	
   

  



 


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Schedule to Borrowing Base Certificate


 


Ineligible
Accounts:


 


	
  a.

  	
   

  	
  Accounts which remain
  unpaid for more than 90 days after

  invoice date or more than
  60 days after due date.

  	
   

  	
  $

  	
   

  
	
  b.

  	
   

  	
  20% Cross Aging

  	
   

  	
  $

  	
   

  
	
  c.

  	
   

  	
  Affiliate Accounts

  	
   

  	
  $

  	
   

  
	
  d.

  	
   

  	
  Conditional Sale, Bill and
  Hold Accounts

  	
   

  	
  $

  	
   

  
	
  e.

  	
   

  	
  Foreign Accounts

  	
   

  	
  $

  	
   

  
	
  f.

  	
   

  	
  Government Accounts

  	
   

  	
  $

  	
   

  
	
  g.

  	
   

  	
  Offsets or liabilities to
  Account Debtor

  	
   

  	
  $

  	
   

  
	
  h.

  	
   

  	
  Pre-Billing

  	
   

  	
  $

  	
   

  
	
  i.

  	
   

  	
  Accounts not timely
  invoiced

  	
   

  	
  $

  	
   

  
	
  j.

  	
   

  	
  Bill and Hold

  	
   

  	
  $

  	
   

  
	
  k.

  	
   

  	
  Cash on Delivery Accounts

  	
   

  	
  $

  	
   

  
	
  l.

  	
   

  	
  Consignment Sales

  	
   

  	
  $

  	
   

  
	
  m.

  	
   

  	
  Other as Agent determines
  ineligible

  	
   

  	
  $

  	
   

  
	
  n.

  	
   

  	
  Accounts in excess of
  credit limit

  	
   

  	
  $

  	
   

  
	
  o.

  	
   

  	
  Disputed Accounts

  	
   

  	
  $

  	
   

  
	
  p.

  	
   

  	
  Accounts not subject to
  perfected security interest

  	
   

  	
  $

  	
   

  
	
  q.

  	
   

  	
  Bankrupt Accounts

  	
   

  	
  $

  	
   

  
	
  r.

  	
   

  	
  Unapplied Cash

  	
   

  	
  $

  	
   

  
	
  s.

  	
   

  	
  TOTAL

  	
   

  	
  $

  	
   

  



 


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