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Exhibit 10.36    
  


 
 

AMENDMENT NO. 6 TO
  LOAN AGREEMENT    
  


        This Amendment No. 6 to Loan Agreement (this "Amendment"), dated as of April 1, 2002, 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. All Section references herein relate to the Loan Agreement unless otherwise stated. 


        The
parties hereto hereby agree as follows: 


        1.    Section 1.1—Definition of "Borrowing Base Augmentation Amount".    Retroactively effective as
of February 28, 2002, the definition of "Borrowing Base Augmentation Amount" contained in Section 1.1 is hereby amended in full to read as
follows: 



        "Borrowing Base Augmentation Amount" means (a) for the fiscal period from and including February 28, 2002 to and including
March 31, 2002, $2,500,000. The Borrowing Base Augmentation Amount shall be terminated and permanently reduced to zero as of April 1, 2002" 




        2.    New Borrowing Base Augmentation Fee.    Each of the parties hereto agrees and acknowledges that a new Borrowing
Base Augmentation Amount was effective for the period from and including February 28,
2002 to and including March 31, 2002, in the amount of $2,500,000. Borrower hereby agrees that as consideration for such new Borrowing Base Augmentation Amount during this period, it shall pay
to the Administrative Agent, in full, for the ratable benefit of the Lenders, a fee of $35,000 (the "New Borrowing Base Augmentation Fee"). 


        3.    Landec Equity Contributions.    Borrower hereby represents and warrants that: (a) on January 3, 2002,
Landec made a $700,000 subordinated loan to Borrower, (b) on February 12, 2002, Landec made a $1,200,000 subordinated loan to Borrower, (c) on March 29, 2002, Landec made a $4,000,000
subordinated loan to Borrower (collectively, the "2002 Subordinated Loans"), (d) the 2002 Subordinated Loans will be used to (i) repay certain amounts due and owing to the Lenders under the Loan
Documents and (ii) reduce the amount of accounts payable by the Borrower. Each of the parties hereto hereby agrees that the 2002 Subordinated Loans shall (a) constitute a "Subordinated Obligation"
under the Loan Agreement and the Landec Subordination Agreement, (b) constitute a Permitted Contribution made on the date of such loan set forth above for a purpose that is hereby consented to by the
Lenders, (c) for purposes of Section 2.7(e) of the Loan Agreement, not constitute a Landec Equity Contribution and (d) constitute a "Subordinated
Obligation Document" under the Landec Subordination Agreement. 


        4.    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, (b) duly executed
counterparts of Annex I attached hereto, signed by each Party thereto, (c) the New Borrowing Base Augmentation Fee ($35,000) referred to in Section 2
above and (d) a Certificate of Borrower certifying that attached thereto are true, correct and complete, duly executed copies of the 2002 Subordinated Promissory Notes. 


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        5.    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. 



        6.    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. 


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        IN WITNESS WHEREOF, Borrower, the Administrative Agent and the Lenders have executed this Amendment as of the date first set forth above by their duly authorized representatives. 



	 	 	APIO, INC., a Delaware corporation
	

 	
 	

By:	
 	

/s/ Nick Tompkins
 Name: Nick Tompkins

Title: CEO
	

 	
 	

BANK OF AMERICA, N.A., as Administrative Agent,

Issuing Lender and sole Lender
	

 	
 	

By:	
 	

/s/ John Plecque
 John Plecque, Senior Vice President




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ANNEX I TO AMENDMENT NO. 6
  
  
  CONSENT AND REAFFIRMATION OF GUARANTOR, PLEDGOR
  AND SUBORDINATED LENDER    



        The
undersigned guarantor, pledgor and subordinated lender hereby consents to the execution, delivery and performance by Borrower and the Administrative Agent of the foregoing
Amendment No. 6 to Loan Agreement ("Amendment No. 6"). In connection therewith, 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. 


        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. 


        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. 6. 



        IN
WITNESS WHEREOF, each of the undersigned, intending to be legally bound hereby, has caused this Consent and Reaffirmation of Guarantor, Pledgor and Subordinated Lender to be executed
as of April 1, 2002. 



	LANDEC CORPORATION, a California

corporation	 	 
	

By:	
 	

/s/ Gregory S. Skinner
 Name: Gregory S. Skinner

Title: V.P. of Finance, CFO	
 	

 




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Exhibit 10.36


AMENDMENT NO. 6 TO LOAN AGREEMENT



ANNEX I TO AMENDMENT NO. 6 CONSENT AND REAFFIRMATION OF GUARANTOR, PLEDGOR AND SUBORDINATED LENDER