Exhibit
10.1


TENTH
AMENDMENT TO LOAN AND SECURITY AGREEMENT


This Tenth Amendment to Loan and Security Agreement
(this “Tenth Amendment”) made and entered into as of the 13th day of April,
2007, is by and among LASALLE
BANK NATIONAL ASSOCIATION, a national banking association (“LENDER”), having its
principal place of business at 135 South LaSalle Street, Chicago, Illinois
60603-4105, and VITA FOOD PRODUCTS,
INC., a Nevada corporation, with its chief executive office located
at 2222 West Lake Street, Chicago, Illinois 60612 (“Vita Food”), VIRGINIA HONEY COMPANY, INC.,
a Virginia corporation, with its chief executive office located at 2222 West
Lake Street, Chicago, Illinois 60612 (“Virginia Honey”), THE HALIFAX GROUP, INC., a Georgia corporation, with its
chief executive office located at 2222 West Lake Street, Chicago, Illinois
60612 (“Halifax”), and VITA
SPECIALTY FOODS, INC., a Delaware corporation, with its chief
executive office located at 2222 West Lake Street, Chicago, Illinois 60612  (“Specialty Foods”) (Vita Food, Virginia
Honey, Halifax and Specialty Foods are individually a “Borrower” and
collectively the “Borrowers”).


W
I T N E S S E T H:


WHEREAS, prior
hereto, Lender provided certain loans, extensions of credit and other financial
accommodations (the “Financial Accommodations”) to Borrowers pursuant to (a)
that certain Loan and Security Agreement dated as of September 5, 2003, as
amended by that certain First Amendment to Loan and Security Agreement dated as
of November 5, 2004, that certain Second Amendment to Loan and Security
Agreement dated as of December 21, 2004, that certain Third Amendment to Loan
and Security Agreement dated as of January 31, 2005, that certain Fourth
Amendment to Loan and Security Agreement dated as of April 4, 2005, that certain
Fifth Amendment to Loan and Security Agreement dated as of  June 30, 2005, that certain Sixth Amendment
to Loan and Security Agreement dated as of August 4, 2005, that certain Seventh
Amendment to Loan and Security Agreement dated as of August 30, 2005, that
certain Eighth Amendment to Loan and Security Agreement dated as of March 24,
2006, and that certain Ninth Amendment to Loan and Security Agreement dated as
of March 30, 2007, each by and among Lender and Borrowers (collectively the “Loan
Agreement”), and (b) the other documents, agreements and instruments referenced
in the Loan Agreement or executed and delivered pursuant thereto;


WHEREAS, Borrowers
have requested, among other things, that Lender (i) provide a new term loan in
the original principal amount of $1,000,000, and (ii) modify certain financial
covenants (collectively the “Additional Financial Accommodations”); and


WHEREAS, Lender is
willing to provide the Additional Financial Accommodations, but solely on the
terms and subject to the provisions set forth in this Tenth Amendment and the
other agreements, documents and instruments referenced herein or executed and
delivered pursuant hereto.


NOW, THEREFORE, in
consideration of the foregoing, the mutual promises and understandings of the
parties hereto set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Lender and Borrowers
hereby agree as set forth in this Tenth Amendment.













I.              Definitions.


A.            Use
of Defined Terms.  Except as expressly set forth in this Tenth
Amendment, all terms which have an initial capital letter where not required by
the rules of grammar are used herein as defined in the Loan Agreement.


B.            Amended
Definitions.  Effective as
of the date of this Tenth Amendment, Section 1.1 of the Loan Agreement is
hereby amended by deleting the definitions of “Liabilities” and “Loan or Loans”
and substituting therefor the following, respectively:


“Liabilities”:  shall mean any and all obligations,
liabilities, indebtedness, fees, costs and expenses, now or hereafter owed or
owing by Borrowers or any Borrower to Lender, or to any parent, affiliate or
subsidiary of Lender, of any and every kind and nature, including, but not
limited to, all principal, interest, debts, claims and indebtedness of any and
every kind and nature, howsoever created, arising or evidenced, whether primary
or secondary, direct or indirect, absolute or contingent, insured or uninsured,
liquidated or unliquidated, or otherwise, and whether arising or existing under
written or oral agreement or by operation of law, together with all costs, fees
and expenses of Lender arising hereunder, including, but not limited to, (1)
the indebtedness evidenced by the Revolving Note, Term Note A, Term Note B and
Term Note C, (2) reasonable attorneys’ and paralegals’ fees or charges relating
to the preparation of this Loan Agreement and the Other Agreements and the
enforcement of Lender’s rights and remedies pursuant to this Loan Agreement and
the Other Agreements, and (3) all liabilities and obligations arising under or
in connection with Rate Hedging Transactions.


“Loan or Loans”:
shall mean, individually and collectively, the Revolving Loan, Term Loan A,
Term Loan B, Term Loan C and any other loans provided by Lender to the
Borrowers from time to time.


C.            New
Definitions.  Effective as
of the date of this Tenth Amendment, Section 1.1 of the Loan Agreement is
hereby amended by adding the following new definitions thereto in the
appropriate alphabetical order:


“Term
Loan C”: shall have the meaning set forth in Section 2.1(D)
below.


“Term
Note C”: shall mean that certain Term Note C dated as of
April __, 2007, executed and delivered by Borrowers to Lender in the original
principal amount of $1,000,000.00, as amended, renewed, restated or replaced
from time to time.


II.            Amendments to Loan
Agreement.  Effective as
of the date of this Tenth Amendment, the Loan Agreement is hereby amended as
follows:


A.            Term Loan C.  A new subsection 2.1(D) is hereby added to
the Loan Agreement as follows:



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“(D)        Term Loan C.  Provided that an Unmatured Event of Default
or Event of Default does not then exist and all of the conditions precedent in
Section 10 of this Loan Agreement have been satisfied, Lender shall loan to
Borrower the principal amount of One Million and no/100 Dollars
($1,000,000.00), which loan shall be evidenced by and repaid in accordance with
Term Note C (“Term Loan C”).”


B.            Interest Rates.  Sections 2.2(C) and (D) of the Loan Agreement
are hereby amended by deleting Sections 2.2(C) and (D) of the Loan Agreement in
their entirety and substituting therefor the following Sections 2.2(C), (D),
and (E), respectively:


“(C)         Term Loan C.  Borrowers hereby jointly and severally
promise to pay interest on the unpaid principal amount of Term Loan C as
provided in Section 3.1 below at the floating per annum rate of interest equal
to the Prime Rate plus two percent (2%) per annum for the period commencing on
the date such Loan is disbursed until the date such Loan is paid in full.
Notwithstanding the foregoing, upon the occurrence and during the continuance
of an Event of Default, the unpaid principal amount of Term Loan C shall, at
Lender’s option, bear interest at the Default Rate.


(D)          Unused Line of Credit Fee.  Borrowers shall pay to Lender an unused line
of credit fee equal to the daily rate equivalent of one-quarter of one percent
per annum (1/4%) of the difference between the Maximum Revolving Loan and the
average daily balance of the sum of the Revolving Loan and the Letter of Credit
Obligations for each calendar quarter or part thereof, which fee shall be fully
earned by Lender and payable quarterly in arrears on the fifth (5th) Business
Day of each calendar quarter.  Said fee
shall be calculated on the basis of a 360-day year.


(E)           Letter of Credit Fees.  Prior to the issuance of each standby Letter
of Credit and on each annual anniversary of the issuance thereof, Borrowers
shall pay to Lender, a fee computed on a daily basis equal to the amount of
such Letter of Credit multiplied by one hundred fifty (150) basis points per
annum.  Prior to the issuance of each
documentary Letter of Credit, Borrowers shall remit to Lender a Letter of
Credit fee at the rate quoted by Lender to Borrowers at the time of issuance.  In addition, Borrowers shall pay to and/or
reimburse Lender for any costs, fees and expenses incurred by Lender in
connection with the application for, issuance of or amendment to any Letter of
Credit upon Lender’s demand therefor and any amounts not so paid shall bear
interest at the Default Rate until paid.”


C.            Payments.  Section 3.1(A) of the Loan Agreement is
hereby amended by deleting Section 3.1(A) of the Loan Agreement in its entirety
and substituting therefor the following:


“(A)        Scheduled
Payments.  Except
as otherwise provided in this Loan Agreement or the Other Agreements, that
portion of the Liabilities consisting of: (1) the principal portion of the
Revolving Loan shall be payable in full by Borrowers to Lender on or before the
Revolving Loan Termination Date; (2) interest on the Revolving Loan shall
be payable by Borrowers to Lender in arrears on the last Business Day of each
month, as debited by Lender; (3) principal on Term Loan A, Term Loan B and
Term Loan C shall be payable by Borrowers to Lender as set forth in Section 2
above and in Term Note A, Term Note B and Term Note C, respectively; (4)
interest on Term Loan A, Term Loan B and Term Loan C shall be payable by
Borrowers to Lender in arrears on the last Business Day of each month 



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as debited by Lender; (5)
all costs, fees and expenses payable pursuant to this Loan Agreement and the
Other Agreements shall be payable by Borrowers to Lender, or to such other
Persons designated by Lender, on demand; and (6) the balance of the
Liabilities, if any, shall be payable by Borrowers to Lender on demand.  All such payments to Lender shall be payable
at Lender’s principal office in Chicago, Illinois, or at such other place or
places as Lender may designate in writing to Borrowers.  All such payments to Persons other than
Lender shall be payable at such place or places as Lender may designate in
writing to Borrowers.  All such payments
made to Lender shall be paid by Borrowers without offset or other reduction.”


D.            Notes. 
Section 3.3 of the Loan Agreement is hereby amended by deleting Section
3.3 in its entirety and substituting therefor the following:


“3.3         Notes.  Loans made by Lender to Borrowers pursuant to
this Loan Agreement may or may not, at Lender’s discretion, be evidenced by
notes or other instruments issued or executed and delivered by Borrowers to
Lender, including, but not limited to, the Revolving Note, Term Note A, Term
Note B and Term Note C.  Where such Loans
are not so evidenced, such Loans shall be evidenced by entries upon the
ledgers, books, records or computer records of Lender maintained for that
purpose.  Lender’s failure to record any
portion of the Liabilities on such books and records shall not limit or
otherwise affect the obligations and liabilities of Borrowers to repay the
Liabilities due and owing to Lender pursuant to this Loan Agreement and the
Other Agreements.”


E.             Financial Covenants.  Section 9.4 of the Loan Agreement is hereby
amended by deleting Section 9.4 of the Loan Agreement in its entirety and
substituting therefor the following:


“9.4                Financial Covenants.  During the term of this Loan Agreement, and
thereafter for so long as there are any outstanding Liabilities owed to Lender,
Borrowers covenant that they shall:


(A)  Cash Flow Coverage Ratio.  Not permit Borrowers’ Cash Flow Coverage
Ratio, calculated on a year to date basis, to be less than: (i) .40 to 1.00 as
of June 30, 2007, (ii) .20 to 1.00 as of September 30, 2007, or (iii) .30 to
1.00 as of December 31, 2007, or as of the last day of any calendar quarter
thereafter.  The Cash Flow Coverage Ratio
will not be tested as of March 31, 2007.


(B)   Minimum EBITDA.  Borrowers shall maintain EBITDA of not less
than: (i) One Million Four Hundred Fifty Thousand and no/100 Dollars
($1,450,000.00) for the six (6) month period ending June 30, 2007, (ii) Two
Million One Hundred Thirty-Five Thousand and no/100 Dollars ($2,135,000.00) for
the nine-month period ending  September
30, 2007, and (iii) Three Million One Hundred Twenty Thousand and no/100
Dollars ($3,120,000.00) as of December 31, 2007 and as of the last day of each
calendar quarter thereafter, calculated on a trailing twelve (12) month
basis.  The Minimum EBITDA covenant will
not be tested as of March 31, 2007.”


III.           Conditions
Precedent. Lender’s obligation to provide the Additional
Financial Accommodations to Borrowers is subject to the full and timely
performance of the following 



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covenants prior to
or contemporaneously with the execution of this Tenth Amendment:


A.            Borrowers executing and delivering,
or causing to be executed and delivered to Lender, the following documents,
each of which shall be in form and substance acceptable to Lender:


(i)                                     an
original Term Note C of even date herewith executed by the Borrowers to Lender;


(ii)                                  an
original Company General Certificate of even date herewith executed by the
Secretary of each Borrower to Lender;


(iii)                             an
original Second Amendment to Mortgage Documents of even date herewith by and
between Vita Foods and Lender; and


(iv)                              such
other agreements, documents and instruments as Lender may reasonably request;


B.            No Unmatured Event of Default or
Event of Default exists under the Loan Agreement, as amended by this Tenth
Amendment, or the Other Agreements;


C.            No claims, litigation, arbitration
proceedings or governmental proceedings not disclosed in writing to Lender
prior to the date of hereof shall be pending or known to be threatened against
Borrowers and no known material development not so disclosed shall have
occurred in any claims, litigation, arbitration proceedings or governmental
proceedings so disclosed which in the opinion of Lender is likely to materially
or adversely affect the financial position or business of any Borrower or the
capability of any Borrower to pay its obligations and liabilities to Lender;
and


D.            There shall have been no material or
adverse change in the business, financial condition or results of operations
since the date of each Borrower’s most recently delivered financial statements
to Lender.


IV.           Conflict.  If, and to the extent, the terms and
provisions of this Tenth Amendment contradict or conflict with the terms and
provisions of the Loan Agreement, the terms and provisions of this Tenth
Amendment shall govern and control; provided, however, to the extent the terms
and provisions of this Tenth Amendment do not contradict or conflict with the
terms and provisions of the Loan Agreement, the Loan Agreement, as amended by
this Tenth Amendment, shall remain in and have its intended full force and
effect, and Lender and Borrowers hereby affirm, confirm and ratify the same.


V.            Severability.
 Wherever possible, each provision of
this Tenth Amendment shall be interpreted in such manner as to be valid and
enforceable under applicable law, but if any provision of this Tenth Amendment
is held to be invalid or unenforceable by a court of competent jurisdiction,
such provision shall be severed herefrom and such invalidity or
unenforceability shall not affect any other provision of this Tenth Amendment,
the balance of which shall remain in and have its intended full force and
effect.  Provided, however, if such
provision may be modified so as to be valid and enforceable as a matter of law,
such provision shall be deemed to be modified so as to be valid and enforceable
to the maximum extent permitted by law.



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VI.           Reaffirmation.  Borrowers hereby reaffirm and remake all of
the representations, warranties, covenants, duties, obligations and liabilities
contained in the Loan Agreement, as amended hereby.


VII.          Fees, Costs and Expenses.


(A)          Contemporaneously herewith, Borrowers
shall pay to Lender a fully-earned, non-refundable commitment fee for Term Loan
C in the amount of $20,000.00.


(B)           Borrowers agree to pay, upon demand,
all fees, costs and expenses of Lender, including, but not limited to,
reasonable attorneys’ fees, in connection with the preparation, execution,
delivery and administration of this Tenth Amendment and the other agreements,
documents and instruments executed and delivered in connection herewith or
pursuant hereto.


VIII.        Choice
of Law.  This Tenth
Amendment has been delivered and accepted in Chicago, Illinois, and shall be
governed by and construed in accordance with the laws of the State of Illinois,
regardless of the laws that might otherwise govern under applicable principles
of conflicts of law as to all matters, including matters of validity,
construction, effect, performance and remedies.


IX.           Counterpart.  This Agreement may be executed in two or more
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.


X.            Waiver
of Jury Trial.  BORROWERS
AND LENDER EACH HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY JURY.


[signature page follows]



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IN WITNESS
WHEREOF, Lender and Borrowers have caused this Tenth
Amendment to be executed and delivered by their duly authorized officers as of
the date first set forth above.


	
  LASALLE BANK NATIONAL ASSOCIATION,

  	
  VITA FOOD PRODUCTS, INC.,

  
	
  a national
  banking association

  	
  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Steven
  Buford

  	
   

  	
  By:

  	
  /s/ Clifford Bolen

  
	
  Name:

  	
  Steven Buford

  	
   

  	
  Name:

  	
  Clifford K. Bolen

  
	
  Title:

  	
  Vice President

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VIRGINIA HONEY
  COMPANY, INC.,

  
	
   

  	
   

  	
  a Virginia corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Clifford Bolen

  
	
   

  	
   

  	
  Name:

  	
  Clifford K. Bolen

  
	
   

  	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE HALIFAX GROUP,
  INC.,

  
	
   

  	
   

  	
  a Georgia corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Clifford Bolen

  
	
   

  	
   

  	
  Name:

  	
  Clifford K. Bolen

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VITA SPECIALTY
  FOODS, INC.,

  
	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Clifford Bolen

  
	
   

  	
   

  	
  Name:

  	
  Clifford K. Bolen

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  
						



 



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