exv10w58



 






Exhibit 10.58




FIFTH AMENDMENT TO CREDIT AGREEMENT




     LANDEC AG, INC., formerly know as Intellicoat Corporation, a Delaware corporation (the
“Company”) and OLD NATIONAL BANK, formerly known as American National Bank, a national banking
association (the “Bank”), being parties to that certain Credit Agreement dated as of June 5, 2000,
as previously amended (collectively, the “Agreement”) hereby agree to further amend the Agreement
by this Fifth Amendment to Credit Agreement (this “Amendment”), on the terms and subject to the
conditions set forth as follows.



     1. DEFINITIONS. Terms used in this Amendment with their initial letters
capitalized are used as defined in the Agreement, unless otherwise defined herein.




	 	a.	 	Amended Definitions. The following definitions are
hereby amended and restated in their respective entireties as follows:






	 	**	 	“Revolving Loan Maturity Date” means
October 31, 2005, and thereafter any subsequent date to which the
Commitment may be extended by the Bank pursuant to the terms of
Section 2(a)(iv).






   b.      New Definition. The following definition is hereby added to Section 1 of
the Agreement as follows:




	 	**	 	“Fifth Amendment” means that certain
agreement entitled “Fifth Amendment to Credit Agreement” between the
Company and the Bank dated as of October 7th, 2004.





     2. THE REVOLVING LOAN. Section 2(a)(i), the first sentence of Section
2(a)(ii), and Section 2(a)(iii) of the Agreement are hereby amended and restated in their
respective entireties as follows:




	 	(i)	 	The Commitment — Use of Proceeds. From the date of the
Fifth Amendment and until the Revolving Loan Maturity Date, the Bank agrees to
make Advances (collectively, the “Revolving Loan”) under a revolving line of
credit from time to time to the Company of amounts not exceeding in the
aggregate at any time outstanding the lesser of Seven Million Five Hundred
Thousand and 00/100 Dollars ($7,500,000.00) (the “Commitment”) or the Borrowing
Base, provided that all of the conditions of lending stated in Section 7 of
this Agreement as being applicable to the Revolving Loan have been fulfilled at
the time of each Advance. Proceeds of the Revolving Loan may be used by the
Company only for working capital purposes.
	 
	 	(ii)	 	Method of Borrowing. The obligation of the Company to
repay the Revolving Loan shall be evidenced by the Promissory Note of the




 









 






	 	 	 	Company in the form of Exhibit “A” attached to the Fifth Amendment (the
“Revolving Note”).
	 
	 	(iii)	 	Interest on the Revolving Loan. The principal amount
of the Revolving Loan outstanding from time to time shall bear interest until
maturity of the Revolving Note at a rate per annum equal to the Prime Rate
plus three eighths of one percent (.375%). After maturity, whether on the
Revolving Loan Maturity Date or on account of acceleration upon the occurrence
of an Event of Default, and until paid in full, the Revolving Loan shall bear
interest at a per annum rate equal to the Prime Rate plus four and one-half
percent 

(4-1/2%). Accrued interest shall be due and payable monthly on the
last Banking Day of each month prior to maturity. After maturity, interest
shall be payable as accrued and without demand.





     3. REPRESENTATIONS AND WARRANTIES. To induce the Bank to enter
into this Amendment, the Company affirms that the representations and warranties continued in
the Agreement are correct and accurate as of the date of this Amendment, except that (i) they
shall be deemed also to refer this Amendment, as well as all documents named herein, and (ii)
Section 3(d) shall be deemed also to refer to the most recent audited and unaudited financial
statements of the Company furnished to the Bank.



     4. EVENTS OF DEFAULT. The Company certifies to the Bank that no Event of
Default or Unmatured Event of Default under the Agreement has occurred and is continuing as of
the date of this Amendment.



     5. CONDITIONS PRECEDENT. This Amendment shall become effective upon
receipt of the following by the Bank, duly executed and in form and substance satisfactory to
the Bank:




	 	a.	 	This Amendment.
	 
	 	b.	 	The Revolving Loan Note in the form attached hereto as Exhibit “A”.
	 
	 	c.	 	The Reaffirmation of Guaranty Agreement in the form attached
hereto as Exhibit “B,” duly executed by Landec Corporation.
	 
	 	e.	 	The Acknowledgment and Consent of Subordinated Creditor in the
form attached hereto as Exhibit “C,” duly executed by Landec Corporation.
	 
	 	f.	 	A Resolution of the Board of Directors of the Company
authorizing the execution, delivery and performance of this Amendment and the other
Loan Documents named herein to which the Company is a party certified
as of the closing date by the Secretary of the Board of Directors.




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	 	g.	 	A certificate of the Secretary of the Board of Directors of the
Company certifying the names of the officer or officers authorized to sign
this Amendment and other Loan Documents named herein to which the Company is
a party.
	 
	 	h.	 	A Resolution of the Board of Directors of Landec authorizing
the execution, delivery and performance of the Reaffirmation of Guaranty
Agreement, the Acknowledgment and Consent of Subordinated Creditor, and the
other Loan Documents named herein to which Landec is a party certified as of
the closing date by the Secretary of the Board of Directors.
	 
	 	i.	 	A certificate of the Secretary of the Board of Directors of the Landec
certifying the names of the officer or officers authorized to execute the
Reaffirmation of Guaranty Agreement, the Acknowledgment and Consent of
Subordinated Creditor, and other Loan Documents named herein to which
Landec is a party.
	 
	 	j.	 	Payment of the reasonable attorneys’ fees of counsel for the Bank incurred
in connection with the drafting and negotiation of this Amendment; and
	 
	 	k.	 	Such other instruments, agreements, and documents as may be
required by the Bank pursuant hereto.





     9. EFFECT OF FIFTH AMENDMENT. Except as amended by this Amendment, all of the terms
and conditions of the Agreement shall continue unchanged and in full force and effect together
with this Amendment.



     IN WITNESS WHEREOF, the Company and the Bank, by their respective duly
authorized officers, have executed and delivered in Indiana this Fifth Amendment to Credit
Agreement as of October 7, 2004.



	 	 	 	 	 
	 	 	LANDEC AG, INC., formerly known as 
Intellicoat Corporation, a Delaware corporation
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael E. Godlove
	 

	 	 	 	 
	 

	 	 	 	Michael E. Godlove, Chief
Financial Officer






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	 	 	OLD NATIONAL BANK, formerly known as 
American National Bank, a national banking association
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John T. Travis, SVP
	 

	 	 	 	 
	 

	 	 	 	John T. Travis, Senior Vice President
and Senior Lender






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 SCHEDULE OF EXHIBITS 




	 	 	 
	Exhibit
“A” —

	 	Promissory Note (Revolving Loan) ($7,500,000.00)
	 
	 	 
	Exhibit
“B” —

	 	Reaffirmation of Guaranty Agreement (Landec Corporation)
	 
	 	 
	Exhibit
“C” —

	 	Acknowledgment and Consent of Subordinated Creditor (Landec Corporation)







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