**EXHIBIT 10.25**

 

**SECONDAMENDMENT**

**TO**

**LOAN AND SECURITY AGREEMENT**

THIS SECOND AMENDMENT TO LOAN AND SECURITY  AGREEMENT (“Second Amendment”) is made andentered into as of this 21st day of March, 2005 by and amongCENTENNIAL SPECIALTY FOODS CORPORATION, a Delaware corporation, and STOKESCANNING COMPANY, a Colorado corporation (collectively, the “Borrower”), andHEARTLAND 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 datedMarch 26, 2004 (as amended, the “Credit Agreement”), Lender has made a Loanavailable 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 aRevolving Credit Note; and

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

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

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

2.             Amendmentsto Credit Agreement.  The Credit Agreement is hereby amended asfollows:

## a.         The definition of “Revolving Credit Facility” at Section1.1 of the Credit Agreement is hereby deleted in its entirety and is herebyreplaced with the following:

“Revolving Credit Facility” means the facility for theRevolving 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 (andirrespective of whether the covenant compliance period for either covenant hascommenced 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 herebydeleted in its entirety and is hereby replaced with the following:

“(a)   MinimumConsolidated Net Worth.  As of thelast day of each fiscal quarter of Borrower commencing with the fiscal quarterof Borrower ending March 31, 2004 and continuing to the fiscal quarter ofBorrower ending December 31, 2004, permit the sum of Borrowers’ ConsolidatedNet Worth

 

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

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

“(b)  MinimumDebt Service Coverage Ratio.  As ofthe last day of each fiscal quarter of Borrower commencing with the fiscalquarter of Borrower ending December 31, 2005, permit the consolidated DebtService Coverage Ratio, measured for each fiscal quarter, to be less than1.5:1.0.  The measurement of such Ratiofor each fiscal quarter will be for the immediately preceding four fiscalquarters; provided, however, that the foregoing financial covenant willbe applicable only upon and after the end of the first fiscal quarter the totaloutstanding principal balance of all Loans is greater than $3,000,000.

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

“Section10.6            RestrictedDistributions and Payments.  Declare ormake any Restricted Distribution or Restricted Payment, unless at the time ofeach such Restricted Distribution or Restricted Payment and after giving effectthereto, the Borrowers’ Consolidated Net Worth is greater than $7,000,000 andno 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 thedate of such transaction).  In the eventunder the foregoing sentence the declaration or making of such Distributions orPayments is permissible, such declaration and payments may be made in any onefiscal year of Borrower only to the extent of 50% of the Net Income of Borrowerfor that fiscal year.”

## e.         Exhibit D to the Credit Agreement is hereby deletedin its entirety and is hereby replaced with Exhibit D attached and madea part hereof.

3.             Conditionsto Effectiveness.  This Second Amendment shall become effectivewhen and only when the Lender shall have received (i) this Second Amendmentduly executed by the Borrower, (ii) the payment to Lender of an amendmentfee of $2,500, (iii) payment of all outstanding legal fees and costs ofLender, including those incurred in connection with this Second Amendment, and(iv) such other certificates, instruments, documents and agreements as may berequired by Lender or its counsel, each of which shall be in form and substancesatisfactory to Lender and its counsel.

4.             Representationsand Warranties.  The Borrower hereby represents and warrantsas follows:

## a.         This Second Amendment and the Credit Agreement, as amendedhereby, constitute legal, valid and binding obligations of the Borrower and areenforceable against the Borrower in accordance with their respective terms.

## b.         Upon the effectiveness of this Second Amendment, theBorrower hereby reaffirms all covenants, representations and warranties made inthe Credit Agreement to the extent the same are not amended hereby and agreesthat all such covenants, representations and warranties shall be deemed to havebeen remade as of the effective date of this Second Amendment.

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

## d.         The Obligors have no defense, counterclaim or offset withrespect 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, eachreference 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 agreementsexecuted and/or delivered in connection therewith, shall remain in full forceand effect, and are hereby ratified and confirmed.

## c.         The execution, delivery and effectiveness of this SecondAmendment shall not operate as a waiver of any right, power or remedy ofLender, nor constitute a waiver of any provision of the Credit Agreement, theLoan Documents, or any other documents, instruments or agreements executedand/or delivered under or in connection therewith.

GoverningLaw.  This Second Amendment shall be binding uponand inure to the benefit of the parties hereto and their respective successorsand assigns and shall be governed by and construed in accordance with the lawsof the State of Missouri.

Headings.  Section headings in this Second Amendment areincluded herein for convenience of reference only and shall not constitute apart of this Second Amendment for any other purpose.

Counterparts.  This Second Amendment may be executed by theparties hereto in one or more counterparts, each of which taken together shallbe deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, this Second Amendment has beenduly 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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**EXHIBITD**

 

**BORROWINGBASE CERTIFICATE**

This Borrowing Base Certificate is delivered pursuantto Section 7.13(c) of that certain Loan and Security Agreement dated as ofMarch 15, 2004, by and among Centennial Specialty Foods Corporation, a Delawarecorporation 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 otherwisedefined herein shall have the respective meanings ascribed to them in theCredit Agreement.

Borrowers hereby represent and warrant to the Lenderthat the following information is true, correct and complete in all materialrespects 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 isaccompanied by the mandatory repayment required by Section 2.3 of the CreditAgreement.

 

 

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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**

 

IneligibleAccounts:

 
| 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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