landec-seventhamendmentt






                                                                    Exhibit 10.1                    SEVENTH AMENDMENT TO CREDIT AGREEMENT          This SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of   March  19,  2020  is  among  LANDEC  CORPORATION,  a  Delaware  corporation,  as  Borrower  (the   “Borrower”), the other Loan Parties party hereto, the Lenders party hereto, JPMORGAN CHASE BANK,   N.A., as administrative agent for itself and the other Lenders (in such capacity, the “Administrative Agent”).  Unless otherwise specified herein, capitalized and/or initially capitalized terms used in this Amendment  shall have the meanings ascribed to them in the Credit Agreement (as defined below), as amended hereby.         WHEREAS, the Borrower, the other Loan Parties, the Lenders and the Administrative Agent are   parties  to  that  certain  Credit  Agreement,  dated  as  of  September  23,  2016  (as  amended,  restated,   supplemented or otherwise modified from time to time, the “Credit Agreement”);          WHEREAS, the  Administrative  Agent  delivered  that certain Notice of Default; Reservation  of   Rights Letter dated February 28, 2020, pursuant to which the Administrative Agent notified the Borrower   of the “Existing Default” as defined therein;          WHEREAS, the Borrower has requested certain amendments to the Credit Agreement as set forth   herein; and         WHEREAS, subject to the terms and conditions hereof, the Administrative Agent and the Lenders  party hereto have agreed to amend the Original Credit Agreement and waive the Existing Default as set  forth herein.         NOW,  THEREFORE,  for  and  in  consideration  of  the  premises  and  mutual  agreements  herein  contained and for the purposes of setting forth the terms and conditions of this Amendment and for other  valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto,  intending to be bound, hereby agree as follows:   1.    Limited Waiver.         (a)   For the avoidance of doubt, the Borrower and the other Loan Parties acknowledge and  agree that the Existing Default constituted a Default under the Credit Agreement prior to giving effect to   this Amendment.          (b)  Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, and  subject to the other terms and conditions set forth in this Amendment, the Administrative Agent and the   Lenders hereby waive the Existing Default.  The parties hereto agree that the limited waiver set forth in this   Section shall be limited precisely as written and, except as expressly set forth in this Section, shall not be   deemed to be a consent to any amendment, waiver, or modification of any other term or condition of the   Credit Agreement or any other Loan Document.    2.   Amendments to the Credit Agreement.  Subject to the terms and conditions of this Amendment,  the Credit Agreement is hereby amended as follows:         (a)   Section  1.01  of  the  Credit  Agreement  is  hereby  amended  by  adding  the  following  definitions in the appropriate alphabetical order:         “Seventh Amendment Effective Date” shall mean March 19, 2020.     736406461 16508847 





 






      (b)   Section  1.01  of  Credit  Agreement  is  hereby  amended  by  amending  and  restating  the  following definitions set forth therein in their entirety to read as follows:         “Applicable Rate” means, for any day, with respect to any Loan, or with respect to the commitment  fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption  “ABR  Spread”,  “Eurodollar  Spread”  or  “Commitment  Fee  Rate”,  as  the  case  may  be,  based  upon  the  Borrower’s Total Leverage Ratio as of the most recent determination date; provided that until the delivery  to the Administrative Agent, pursuant to Section 5.01, of the Borrower’s consolidated financial information  for the fiscal quarter of Borrower ending May 31, 2020, the “Applicable Rate” shall be the applicable rates  per annum set forth below in Category 1:            Category   Total Leverage     ABR     Eurodollar  Commitment                     Ratio              Spread  Spread      Fee Rate          Category 1  > 5.00 to 1.00    3.00%   4.00%       0.55%          Category 2  ≤  5.00  to  1.00  but  > 2.50%  3.50%  0.50%                     than 4.50 to 1.00          Category 3  ≤  4.50  to  1.00  but  > 2.25%  3.25%  0.45%                     than 4.00 to 1.00          Category 4  ≤  4.00  to  1.00  but  > 1.75%  2.75%  0.40%                     than 3.50 to 1.00          Category 5  ≤  3.50  to  1.00  but  > 1.25%  2.25%  0.35%                     than 3.00 to 1.00          Category 6  ≤  3.00  to  1.00  but  > 1.00%  2.00%  0.30%                     than 2.25 to 1.00          Category 7  ≤  2.25  to  1.00  but  > 0.75%  1.75%  0.25%                     than 1.75 to 1.00          Category 8  ≤  1.75  to  1.00  but  > 0.50%  1.50%  0.20%                     than 1.00 to 1.00          Category 9  ≤ 1.00 to 1.00    0.25%   1.25%       0.15%                For purposes of the foregoing, (a) the Applicable Rate shall be determined as of the end of each  fiscal  quarter  of  the  Borrower,  based  upon  the  Borrower’s  annual  or  quarterly  consolidated  financial  statements delivered pursuant to Section 5.01 and (b) each change in the Applicable Rate resulting from a  change in the Total Leverage Ratio shall be effective during the period commencing on and including the  date  of  delivery  to  the  Administrative  Agent  of  such  consolidated  financial  statements  indicating  such  change and ending on the date immediately preceding the effective date of the next such change, provided  that if the Borrower fails to deliver the annual or quarterly consolidated financial statements required to be  delivered by it pursuant to Section 5.01, the Total Leverage Ratio shall be deemed to be in Category 1  during the period from the expiration of the time for delivery thereof until such consolidated financial  statements are delivered.         If at any time the Administrative Agent determines that the financial statements upon which the  Applicable Rate was determined were incorrect (whether based on a restatement, fraud or otherwise), the  Borrower shall be required to retroactively pay any additional amount that the Borrower would have been  required to pay if such financial statements had been accurate at the time they were delivered.         “EBITDA” means, for any period, Net Income for such period plus (a) without duplication and to  the extent deducted in determining Net Income for such period, the sum of (i) Interest Expense (less interest                                         2  736406461 16508847 





 






income)  for  such  period,  (ii)  income  tax  expense  for  such  period  net  of  tax  credits,  (iii)  all  amounts  attributable  to  depreciation  and  amortization  expense  for  such  period,  (iv)  any  extraordinary  non-cash  charges for such period and related tax effects, (v) the amount of any non-cash expense as a result of any  grant  of  Equity  Interests  to  employees,  (vi)  fees  and  expenses  paid  in  connection  with  the  Yucatan  Acquisition and the Fourth Amendment and the other Loan Documents in an aggregate amount not to  exceed $3,000,000, (vii) any cash and non-cash charges relating to Tanok legal expenses and the escrow  receivable reserve for such period, in an amount not to exceed (x) $957,000 in the aggregate for the fiscal  quarter ended November 24, 2019, (y) $3,050,000 in the aggregate for the fiscal quarter ended February  23, 2020 and (z) $900,000 in the aggregate for the fiscal quarter ending May 31, 2020, (viii) any other non- cash charges for such period, and (ix) any unusual, extraordinary or one-time cash items, in an aggregate  amount not to exceed (x) 25% of EBITDA for periods ending on or prior to February 23, 2020, (y) 20% of  EBITDA for periods ending on May 31, 2020 through November 29, 2020 and (z) 10% of EBITDA for  periods ending on February 28, 2021 and thereafter, in each case, calculated after giving effect to this clause  (ix); provided that, in the case of each of clauses (iv) and (vii)-(ix), such fees, expenses and other charges  shall only be permitted to the extent they are supported by evidence and are otherwise acceptable to the  Administrative Agent in its sole discretion, minus (b) without duplication and to the extent included in Net  Income, (i) any cash payments made during such period in respect of non-cash charges described in clause  (a)(vii) taken in a prior period, (ii) any net gains from the collection of life insurance proceeds, (iii) any  aggregate net gain, but not any aggregate net loss, from the sale, exchange, transfer or other disposition of  property or assets not in the ordinary course of business of the Borrower and its Subsidiaries and related  tax effects and (iv) any extraordinary gains and any non-cash items of income (including without limitation,  income arising from the cancellation of Indebtedness) for such period, all calculated for the Borrower and  its Subsidiaries on a consolidated basis in accordance with GAAP.         “Financial Statements” has the meaning assigned to such term in Section 5.01(d).         “Revolving Credit Maturity Date” means (x) October 25, 2022 (if the same is a Business Day, or  if not then the immediately succeeding Business Day) or (y) September 23, 2021 if the Borrower fails to  be in compliance with each of the financial covenants set forth in Section 6.12 as of the last day of each of  the months ending March 22, 2020 and April 19, 2020 and the fiscal quarter ending May 31, 2020 (for  avoidance of doubt, the earlier Revolving Credit Maturity Date in the event of a breach of any such covenant  is in addition to, and will not prejudice, any other rights or remedies of the Administrative Agent or the  Lenders  under  this  Agreement  or  other  Loan  Documents),  or  any  earlier  date  on  which  the  Revolving  Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof.         “Term Maturity Date” means (x) October 25, 2022 or (y) September 23, 2021 if the Borrower fails  to be in compliance with each of the financial covenants set forth in Section 6.12 as of the last day of each  of the months ending March 22, 2020 and April 19, 2020 and the fiscal quarter ending May 31, 2020 (for  avoidance of doubt, the earlier Term Maturity Date in the event of a breach of any such covenant is in  addition to, and will not prejudice, any other rights or remedies of the Administrative Agent or the Lenders  under this Agreement or other Loan Documents).         “Unadjusted EBITDA” means, for any period, Net Income for such period plus, without duplication  and to the extent deducted in determining Net Income for such period, the sum of (i) Interest Expense (less  interest income) for such period, (ii) income tax expense for such period net of tax credits, (iii) all amounts  attributable to depreciation and amortization expense for such period, (iv) any non-cash charges due to a  change in the fair market value of the Windset Investment for such period and (v) any cash and non-cash  charges relating to Tanok legal expenses and the escrow receivable reserve for such period, in an amount  not to exceed $300,000 in any of the months ending March 22, 2020, April 19, 2020 or May 31, 2020, all  calculated for the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP; provided  that, in the case this clauses (v), such fees, expenses and other charges shall only be permitted to the extent                                         3  736406461 16508847 





 






they are supported by evidence and are otherwise acceptable to the Administrative Agent in its reasonable  discretion.         (c)   Section 5.01 of the Credit Agreement is hereby amended amending and restating clauses  (c), (d), (e) and (f) thereof as follows:          “(c)  within twenty (20) days after the end of each fiscal month of the Borrower, its consolidated        balance sheet and related statements of operations, stockholders’ equity and cash flows as of the        end of and for such fiscal month and the then elapsed portion of the fiscal year, setting forth in each        case in comparative form the figures for the corresponding period or periods of (or, in the case of        the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as        presenting fairly in all material respects the financial condition and results of operations of the        Borrower  and  its  consolidated  Subsidiaries  on  a  consolidated  basis  in  accordance  with  GAAP        consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;         (d)   The Borrower represents and warrants that it, its controlling Person and any Subsidiary, in        each case, if any, either (i) has no registered or publicly traded securities outstanding, or (ii) files        its financial statements with the SEC and/or makes its financial statements available to potential        holders  of  its  144A  securities,  and,  accordingly,  the  Borrower  hereby  (i)  authorizes  the        Administrative Agent to make the financial statements to be provided under Sections 5.01(a), (b)        and (c) above (collectively or individually, as the context requires, the “Financial Statements”),        along with the Loan Documents, available to Public-Siders and (ii) agrees that at the time such        Financial  Statements  are  provided  hereunder,  they  shall  already  have  been  made  available  to        holders of its securities.  The Borrower will not request that any other material be posted to Public-       Siders without expressly representing and warranting to the Administrative Agent in writing that        such materials do not constitute material non-public information within the meaning of the federal        securities laws or that the Borrower has no outstanding publicly traded securities, including 144A        securities.  Notwithstanding anything herein to the contrary, in no event shall the Borrower request        that the Administrative Agent make available to Public-Siders budgets or any certificates, reports        or calculations with respect to the Borrower’s compliance with the covenants contained herein.         (e)  concurrently  with  any  delivery  of  the  Financial  Statements,  a  certificate  of a  Financial        Officer in substantially the form of Exhibit D (i) certifying, in the case of the Financial Statements        delivered under clause (b) and (c) above, as presenting fairly in all material respects the financial        condition  and  results  of  operations  of  the  Borrower  and  its  consolidated  Subsidiaries  on  a        consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit        adjustments and the absence of footnotes, (ii) certifying as to whether a Default or Event of Default        has occurred and, if a Default or Event of Default has occurred, specifying the details thereof and        any  action taken  or  proposed  to  be taken  with respect  thereto,  (iii)  certifying  and  setting  forth        reasonably detailed calculations, in form and detail reasonably acceptable to Administrative Agent,        (x) demonstrating compliance with each of the financial covenants set forth in Section 6.12 and (y)        of the Applicable Rate and (iv) stating whether any change in GAAP or in the application thereof        has occurred since the date of the audited financial statements referred to in Section 3.04 and, if        any such change has occurred, specifying the effect of such change on the Financial Statements        accompanying such certificate;         (f)   as soon as available, but in any event no later than forty-five (45) days after the end of each        fiscal quarter of the Borrower, a copy of the plan and forecast (including a projected consolidated        balance sheet, income statement, cash flow statement and financial covenant calculations) of the        Borrower for the four fiscal quarter period commencing with such fiscal quarter (the “Projections”)        in form reasonably satisfactory to the Administrative Agent;”                                         4  736406461 16508847 





 






      (d)   A new Section 5.01(j) is hereby added to the Credit Agreement as follows:         “(j)  On the last Business Day of each week, but in any event no later than seven (7) days after        the last Business Day of each week, the Borrower shall deliver a 13-week cash flow forecast in a        form reasonably satisfactory to the Administrative Agent.”         (e)   Section 5.16 of the Credit Agreement is hereby amended and restated to read as follows:         “5.16  Third Party Consultant.  If requested by the Administrative Agent at any time following  the occurrence of an Event of Default, the Loan Parties shall within ten (10) Business Days following such  request (or such longer period as the Administrative Agent shall agree in its sole but reasonable discretion)  engage a third party consultant (the “Consultant”) acceptable to the Administrative Agent in its reasonable  discretion, but at the Loan Parties’ sole expense, to provide reports to the Administrative Agent and the  Lenders in form and scope acceptable to the Administrative Agent and the Required Lenders in their sole  but reasonable discretion.  The Borrower and the other Loan Parties each irrevocably authorizes, and shall  cause, the Consultant to: (i) disclose fully and promptly to the Administrative Agent and its Related Parties  all material developments in connection with the efforts of the Borrower, the other Loan Parties and their  Subsidiaries  and  the  Consultant,  (ii)  regularly  consult  with,  and  respond  to  the  inquiries  of,  the  Administrative Agent, the Lenders and their respective Related Parties concerning any and all matters  relating  to  the  affairs,  finances  and  businesses  of  the  Borrower,  the  other  Loan  Parties  and  their  Subsidiaries, the assets and capital stock of the Borrower, the other Loan Parties and their Subsidiaries  and/or the Consultant’s activities related thereto (including, without limitation, communications outside  the  presence  of  any  representatives  of  the  Borrower  or  any  other  Loan  Party),  and  (iii)  provide  the  Administrative Agent, the Lenders and their respective Related Parties copies of all reports, analyses and  materials  relating  to  any  of  the  foregoing  (including,  without  limitation,  any  and  all  confidential  memoranda or other work product provided by the Consultant to any or all of the Borrower, the Lenders  and their respective Related Parties).”         (f)   Section 6.12(b) of the Credit Agreement is hereby amended and restated to read as follows:         “(b)  Maximum Total Leverage Ratio.  The Borrower will not permit the Total Leverage Ratio,  on the last day of any fiscal quarter ending on the dates set forth below, to be greater than the ratio set  forth below opposite such period:                           Period Ending          Ratio                        February 23, 2020      5.75 to 1.0                          May 31, 2020         5.00 to 1.0                         August 30, 2020       4.75 to 1.0                        November 29, 2020      4.50 to 1.0                        February 28, 2021      4.25 to 1.0                          May 30, 2021         4.00 to 1.0                         August 29, 2021       3.75 to 1.0                      November 28, 2021 and    3.50 to 1.0                      the last day of each fiscal                      quarter ending thereafter                                            5  736406461 16508847 





 






      (g)   A new Section 6.12(c) is hereby added to the Credit Agreement to read as follows:         “(c)  Minimum Unadjusted EBITDA.  The Borrower shall have, Unadjusted EBITDA for the  period commencing on February 24, 2020 ending on the dates set forth below of not less than the amount  set forth below opposite such period:                          Period Ending        EBITDA                      March 22, 2020          $2,745,000                      April 19, 2020          $6,186,000                      May 31, 2020            $20,000,000          (h)   A new Section 6.12(d) is hereby added to the Credit Agreement to read as follows:         “(d)  Capital Expenditures.  The Borrower will not, nor will it permit any Subsidiary to, incur or  make any Capital Expenditures in the aggregate during the four fiscal quarter period ending May 31, 2020  in an amount exceeding $37,427,000.00.         (h)   Clause (d) of Article VII of the Credit Agreement is hereby amended and restated to read  as follows:         “(d)  any  Loan  Party  shall  fail  to  observe  or  perform  any  covenant,  condition  or  agreement  contained in Section 5.02(a), 5.03 (with respect to a Loan Party’s existence), 5.08, 5.13 or 5.16 or in Article  VI;”   3.    Conditions  Precedent  to  Effectiveness.   This  Amendment  shall  become  effective  upon  the  satisfaction  of  each  of  the  following  conditions  precedent,  in  case  in  form  and  substance  reasonably  satisfactory to Administrative Agent:         (a)   The Administrative Agent shall have received a fully executed copy of this Amendment  and the related fee letter;         (b)   The Administrative Agent shall have received (i) evidence that the Borrower and each other  Loan Party is authorized to execute, deliver and perform its obligations under this Amendment and each of  the other Loan Documents to which it is a party and (ii) a good standing certificate for each Loan Party  from its jurisdiction of organization;         (c)   Before and after giving effect to the Amendment, the representations and warranties of the  Loan Parties set forth in the Loan Documents are true and correct in all material respects with the same  effect as if made on the Seventh Amendment Effective Date (except to the extent stated to relate to a specific  earlier date, in which case that representation or warranty is true and correct in all material respect or in all  respects, as applicable, as of that earlier date);         (d)   No event shall have occurred and no condition shall exist which has or could be reasonably  expected to have a Material Adverse Effect;          (e)   The Administrative Agent shall have received the fees and expenses provided in Section 4  of this Amendment and the related fee letter; and         (f)   The Administrative Agent shall have received such other documents and taken such other  actions  as  the  Administrative  Agent  or  its  counsel  may  have  reasonably  requested  (including,  without                                         6  736406461 16508847 





 






limitation, any such documents, instruments and items set forth on that closing checklist last delivered to  the Borrower by the Administrative Agent).   4.    Fees and Expenses. The Borrower agrees to pay on demand all reasonable and documented out-of- pocket costs and expenses of the Administrative Agent in connection with this Amendment, including, but  not limited to, reasonable legal fees and expenses in connection with the preparation, negotiation, execution,  closing, delivery and administration of this Amendment.   5.    Post-Closing Covenant.  On or prior to the date which is 30 days following the Seventh Amendment  Effective Date (or such later date as the Administrative Agent may agree in its sole discretion), the Loan  Parties will deliver to the Administrative Agent a Perfection Certificate with information for each of the  Loan Parties and their Subsidiaries in the form delivered to the Administrative Agent on the Initial Effective  Date.   6.    Representations and Warranties. Each Loan Party jointly and severally represents and warrants to  the Administrative Agent and the Lenders that (a) such Loan Party has all necessary power and authority  to execute and deliver this Amendment and perform its obligations hereunder, (b) other than the Existing  Default, no Default or Event of Default exists either before or after giving effect to this Amendment, (c)  this  Amendment  and  the  Loan  Documents  to  which  such  Loan  Party  is  a  party,  as  amended  hereby,  constitute the legal, valid and binding obligations of each such Loan Party and are enforceable against such  Loan Party in accordance with their terms, except as enforceability may be limited by debtor relief laws  and general principles of equity (regardless of whether the application of such principles is considered in a  proceeding in equity or at law), (d) all Liens created under the Loan Documents continue to be first priority,  perfected Liens (subject only to Permitted Encumbrances) and (e) all representations and warranties of each  Loan Party contained in the Credit Agreement and all other Loan Documents to which such Loan Party is  a party, as amended or otherwise modified, are true and correct as of the date hereof (or, in the case of any  representation or warranty not qualified as to materiality, true and correct in all material respects), except  to the extent the same expressly relate to an earlier date (and in such case shall be true and correct (or, in  the case of any representation or warranty not qualified as to materiality, true and correct in all material  respects) as of such earlier date).   7.    Ratification.  Except as expressly modified in this Amendment, all of the terms, provisions and  conditions of the Credit Agreement and the other Loan Documents to which a Loan Party is a party, as  heretofore amended, shall remain unchanged and in full force and effect and the Credit Agreement and each  other Loan Document to which a Loan Party is a party are hereby ratified and confirmed in all respects.   The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right,  power or remedy of the Administrative Agent or the Lenders under the Credit Agreement or any of the  other Loan Documents, or constitute a waiver of any provision of the Credit Agreement or any of the other  Loan Documents.  This Amendment shall not constitute a course of dealing with the Administrative Agent  or the Lenders at variance with the Credit Agreement or the other Loan Documents such as to require further  notice by the Administrative Agent or the Lenders to require strict compliance with the terms of the Credit  Agreement and the other Loan Documents in the future.   8.    GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED  IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, BUT GIVING  EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.   9.    FORUM SELECTION AND CONSENT TO JURISDICTION.  EACH LOAN PARTY HEREBY  EXPRESSLY  AND  IRREVOCABLY  SUBMITS,  FOR  ITSELF  AND  ITS  PROPERTY,  TO  THE  EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR NEW YORK STATE COURT SITTING IN  NEW YORK, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING                                         7  736406461 16508847 





 






TO  THIS  AMENDMENT  OR  ANY  LOAN  DOCUMENTS,  OR  FOR  RECOGNITION  OR  ENFORCEMENT  OF  ANY  JUDGMENT,  AND  EACH  OF  THE  PARTIES  HERETO  HEREBY  IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY  SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE COURT  OR,  TO  THE  EXTENT  PERMITTED  BY  LAW,  IN  SUCH  FEDERAL  COURT.  EACH  OF  THE  PARTIES  HERETO  AGREES  THAT  A  FINAL  JUDGMENT  IN  ANY  SUCH  ACTION  OR  PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS  BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN  THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT  THE ADMINISTRATIVE AGENT, THE ISSUING  BANK OR  ANY LENDER MAY OTHERWISE  HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AMENDMENT OR ANY  OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS  OF ANY JURISDICTION. EACH LOAN PARTY HERETO FURTHER IRREVOCABLY CONSENTS  TO THE SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 9.01  OF  THE  CREDIT  AGREEMENT.  EACH  LOAN  PARTY  HEREBY  IRREVOCABLY  AND  UNCONDITIONALLY  WAIVES,  TO  THE  FULLEST  EXTENT  IT  MAY  LEGALLY  AND  EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE  LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING  TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN  THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE  FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO  THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.   10.   WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST  EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY  IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING  TO  THIS  AMENDMENT,  ANY  OTHER  LOAN  DOCUMENT  OR  THE  TRANSACTIONS  CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY  OTHER THEORY).   11.   RELEASE.         (a)   EACH LOAN PARTY ACKNOWLEDGES THAT ADMINISTRATIVE AGENT AND  EACH  LENDER  WOULD  NOT  ENTER  INTO  THIS  AMENDMENT  WITHOUT  SUCH  LOAN  PARTY’S ASSURANCE HEREUNDER.  EXCEPT FOR THE OBLIGATIONS ARISING HEREAFTER  UNDER THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS, ON BEHALF OF ITSELF  AND EACH OF ITS SUBSIDIARIES, EACH LOAN PARTY HEREBY ABSOLUTELY DISCHARGES  AND RELEASES ADMINISTRATIVE AGENT AND EACH LENDER, ANY PERSON THAT HAS  OBTAINED ANY INTEREST FROM ADMINISTRATIVE AGENT OR ANY LENDER UNDER ANY  LOAN  DOCUMENT  AND  EACH  OF  ADMINISTRATIVE  AGENT’S  AND  EACH  LENDER’S  FORMER AND PRESENT PARTNERS, STOCKHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES,  SUCCESSORS, ASSIGNEES, AFFILIATES, AGENTS AND ATTORNEYS (COLLECTIVELY, THE  “RELEASEES”) FROM ANY KNOWN OR UNKNOWN CLAIMS WHICH ANY LOAN PARTY OR  ANY OF ITS SUBSIDIARIES NOW HAS AGAINST LENDER OR ANY OTHER RELEASEE OF ANY  NATURE  ARISING  OUT  OF  OR  RELATED  TO  THE  BORROWERS  OR  ANY  OF  THEIR  SUBSIDIARIES, ANY DEALINGS WITH SUCH LOAN PARTY OR ANY OF ITS SUBSIDIARIES,  ANY  OF  THE  LOAN  DOCUMENTS  OR  ANY  TRANSACTIONS  PURSUANT  THERETO  OR  CONTEMPLATED  THEREBY,  THE  COLLATERAL  (OR  ANY  OTHER  COLLATERAL  OF  ANY  PERSON  THAT  PREVIOUSLY  SECURED  OR  NOW  OR  HEREAFTER  SECURES  ANY  OF  THE  OBLIGATIONS), OR ANY NEGOTIATIONS FOR ANY MODIFICATIONS TO OR FORBEARANCE  OR  CONCESSIONS  WITH  RESPECT  TO  ANY  OF  THE  LOAN  DOCUMENTS,  IN  EACH  CASE                                         8  736406461 16508847 





 






INCLUDING  ANY  CLAIMS  THAT  SUCH  LOAN  PARTY  OR  ANY  OF  ITS  SUBSIDIARIES,  SUCCESSORS, COUNSEL AND ADVISORS MAY IN THE FUTURE DISCOVER THEY WOULD  HAVE NOW HAD IF THEY HAD KNOWN FACTS NOT NOW KNOWN TO THEM, AND IN EACH  CASE WHETHER FOUNDED IN CONTRACT, IN TORT OR PURSUANT TO ANY OTHER THEORY  OF LIABILITY.         (b)   Each Loan Party warrants, represents and agrees that it is fully aware of California Civil  Code Section 1542, which provides as follows:         SECTION 1542.  GENERAL RELEASE.  A GENERAL RELEASE DOES NOT EXTEND TO        CLAIMS  WHICH  THE  CREDITOR  OR  RELEASING  PARTY  DOES  NOT  KNOW  OR        SUSPECT  TO  EXIST  IN  HIS  OR  HER  FAVOR  AT  THE  TIME  OF  EXECUTING  THE        RELEASE  AND  THAT  IF  KNOWN  BY  HIM  OR  HER,  WOULD  HAVE  MATERIALLY        AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.         The Loan Parties each hereby knowingly and voluntarily waive and relinquish the provisions, rights        and benefits of Section 1542 and all similar federal or state laws, rights, rules, or legal principles        of any other jurisdiction that may be applicable herein, and any rights they may have to invoke the        provisions of any such law now or in the future with respect to the claims being released pursuant        to Section 11(a), and the Loan Parties each hereby agree and acknowledge that this is an essential        term of the releases set forth in Section 11(a).  In connection with such releases, the Loan Parties        each acknowledge that they are aware that they or their attorneys or others may hereafter discover        claims or facts presently unknown or unsuspected in addition to or different from those which they        now know or believe to be true with respect to the subject matter of the claims being released        pursuant to Section 11(a).  Nevertheless, it is the intention of the Borrowers and the other Loan        Parties in executing this Amendment to fully, finally and forever settle and release all matters and        all claims relating thereto, which exist, hereafter may exist or might have existed (whether or not        previously  or  currently  asserted  in  any  action) constituting  claims  released  pursuant to  Section        10(a).  Each Releasee, to the extent not a party hereto, shall be an express third-party beneficiary        of this Amendment for purposes of this Section 11 and shall be entitled to enforce the provisions        hereof as if it were a party hereto.   12.   Miscellaneous.         (a)   Counterparts;  Integration;  Effectiveness.   This  Amendment  may  be  executed  in  counterparts (and by different parties hereto on different counterparts), each of which shall constitute an  original, but all of which when taken together shall constitute a single contract. This Amendment and the  other Loan Documents (as amended hereby), constitute the entire contract among the parties relating to the  subject matter hereof and supersede any and all previous agreements and understandings, oral or written,  relating  to  the  subject  matter  hereof.  Delivery  of  an  executed  counterpart  of  a  signature  page  of  this  Amendment by telecopy, emailed pdf. or any other electronic means that reproduces an image of the actual  executed  signature  page  shall  be  effective  as  delivery  of  a  manually  executed  counterpart  of  this  Amendment.         (b)   Severability.  Any provision of this Amendment held to be invalid, illegal or unenforceable  in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or  unenforceability  without  affecting  the  validity,  legality  and  enforceability  of  the  remaining  provisions  hereof  or  affecting  the  validity  or  enforceability  of  such  provision  in  any  other  jurisdiction;  and  the  invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other  jurisdiction. All rights, remedies and powers provided in this Amendment may be exercised only to the  extent that the exercise thereof does not violate any applicable mandatory provisions of law, and all the                                         9  736406461 16508847 





 






provisions of this Amendment are intended to be subject to all applicable mandatory provisions of law  which  may  be  controlling  and  to  be  limited  to  the  extent  necessary  so  that  they  will  not  render  this  Amendment invalid or unenforceable.         (c)   Headings. Section headings used in this Amendment are for convenience of reference only,  are not part of this Amendment and shall not affect the construction of, or be taken into consideration in  interpreting, this Amendment.         (d)   Incorporation.  All references to the Credit Agreement in any Loan Document shall mean  the  Credit Agreement as hereby modified. Upon the effectiveness of this Amendment, each reference in  the Credit Agreement to “this Agreement”, “hereunder”, “hereof’, “herein” or words of similar import shall  mean and be a reference to the Credit Agreement as amended hereby.         (e)   No Prejudice: No Impairment.  This Amendment shall not prejudice any rights or remedies  of the Administrative Agent or the Lenders under the Credit Agreement or other Loan Documents as hereby  amended. The Administrative Agent and the Lenders reserve, without limitation, all rights which they have  against any Loan Party or endorser of the Obligations.                             [Signatures Immediately Follow]                                             10  736406461 16508847 





 






           IN WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment to Credit  Agreement to be duly executed by their respective authorized officers as of the day and year first above  written.                                                Borrower:                                                                              LANDEC CORPORATION                                                                                                                     By:       /s/ Al Bolles                                       Name:  Albert D. Bolles                                       Title:    CEO and President Landec Corp                                                                               Other Loan Parties:                                                                              CURATION FOODS, INC.                                       GREENLINE LOGISTICS, INC.                                       YUCATAN FOODS, LLC                                       CAMDEN FRUIT CORP.                                                                                                                     By:       /s/ Albert D. Bolles                                      Name:  Albert D. Bolles                                      Title:    CEO and President, Landec Corp                                                                              Other Loan Parties:                                                                              LIFECORE BIOMEDICAL, INC.                                       LIFECORE BIOMEDICAL, LLC                                                                                                                     By:       /s/ James G. Hall                                       Name:  James G. Hall                                       Title:    President, Lifecore Biomedical                                                 Signature Page to Seventh Amendment to Credit Agreement    





 






                                                                JPMORGAN CHASE BANK, N.A., as Administrative                    Agent and Lender                                         By:       /s/ Trevor Modry                    Name:  Trevor Modry                    Title:    Credit Officer             Signature Page to Seventh Amendment to Credit Agreement                





 






                                   BMO HARRIS BANK N. A., as Lender                                           By:       /s/ Corey Noland                     Name:  Corey Noland                     Title:    Director             Signature Page to Seventh Amendment to Credit Agreement                





 






                                   CITY NATIONAL BANK, as Lender                                           By:       /s/ Theresa Wong                    Name:  Theresa Wong                    Title:    Vice President                         Signature Page to Seventh Amendment to Credit Agreement