Exhibit 10.1
FOURTH AMENDMENT AND JOINDER TO CREDIT AGREEMENT
AND OTHER LOAN DOCUMENTS
This FOURTH AMENDMENT AND JOINDER TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS
(this "Amendment"), dated as of November 30, 2018, 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") and, as of the Joinder Effective Time (as defined
below), YUCATAN FOODS, L.P., a Delaware limited partnership ("Yucatan"), CAMDEN
FRUIT CORP., a California corporation ("Camden"), TOLUCA GOURMET, INC., a
California corporation ("Toluca", together with Yucatan and Camden, "New Loan
Parties" and each a "New Loan Party"). 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 prior to the date hereof, the "Original Credit Agreement");
WHEREAS, on the Initial Effective Date (as hereinafter defined), the Lenders
extended credit to the Borrower consisting of (a) a term loan in the aggregate
principal amount of $50,000,000 and (b) a revolving credit facility in an
aggregate principal amount not to exceed $100,000,000 at any time outstanding;
WHEREAS, the Borrower has requested that the Lenders extend additional credit to
the Borrower consisting of (i) an additional term loan, which shall be added to,
and become a part of, the Term Loan (as hereinafter defined), such that the
aggregate principal amount of all Term Loans after giving effect to the
additional term loan shall be $100,000,000 and (ii) an increase to the Revolving
Commitment such that the aggregate amount of Revolving Commitments after giving
effect to such increase shall be $105,000,000. The proceeds of the additional
term loan and the loans made under the revolving credit facility shall be used
to refinance existing Indebtedness, finance the Yucatan Acquisition (as
hereinafter defined), for working capital and general corporate purposes of the
Borrower and its Subsidiaries, including the financing of Permitted
Acquisitions, and to pay fees and expenses related to this Agreement and the
other Loan Documents, in connection with any of the foregoing and in connection
with any of the transactions contemplated hereby;
WHEREAS, the Borrower has requested certain amendments to the Original 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
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