LIMITED WAIVER AND FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

Exhibit 4.4

JOHN B. SANFILIPPO & SONS, INC.

LIMITED WAIVER
and
FIRST AMENDMENT

Dated as of February 6, 2006

to

Note Purchase Agreement
Dated as of December 16, 2004

Re: $65,000,000 4.67% Senior Notes
Due December 1, 2014

LIMITED WAIVER
and
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT

     This Limited Waiver and First Amendment, dated as of February 6, 2006 (this “Amendment” ), to the Note Purchase Agreement, dated as of December 16, 2004, is between John B. Sanfilippo & Son, Inc., a Delaware corporation (the “Company” ), and each of the institutions which is a signatory to this Amendment (collectively, the “Noteholders” ).

Recitals:

     A. The Company and each of the Noteholders have heretofore entered into the Note Purchase Agreement, dated as of December 16, 2004 (the “Note Agreement” ). The Company has heretofore issued the $65,000,000 4.67% Senior Notes Due December 1, 2014 (the “Notes” ) pursuant to the Note Agreement.

     B. The Company has advised the Noteholders that an Event of Default has occurred and is continuing under Section 11(c) of the Note Agreement as a result of the default by the Company in the compliance with the provisions of Section 10.1(b) of the Note Agreement as of the end of the Fiscal Quarter ended December 29, 2005 (the “Existing Default” ). The Company has requested that the Noteholders waive the Existing Default as of December 29, 2005.

     C. Subject to the terms and conditions hereof, and effective as provided herein, the Noteholders are willing to waive the Existing Default provided that the Company agrees to certain amendments to the Note Agreement as provided herein.

     D. The Company and the Noteholders desire to amend the Note Agreement as provided herein.

     E. All requirements of law have been fully complied with and all other acts and things necessary to make this Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

     NOW, THEREFORE, in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Noteholders do hereby agree as follows:

SECTION 1. AMENDMENTS.

      1.1. The following new Section 8.7 is added to the Note Agreement:

      “Section 8.7. Excess Leverage Fee. In addition to interest accruing on the Notes, the Company hereby agrees to pay to the holder of each Note a fee (the “Excess Leverage Fee” ) at the rate of 1.00% per annum on the outstanding principal balance of the Notes during any Fiscal Quarter ending after December 29, 2005 if the Leverage Ratio as of the end of such Fiscal Quarter is in excess of 3.50 to 1.00. The Excess Leverage Fee with respect to each Note for any Fiscal Quarter shall be calculated on the same basis as interest on such Note

is calculated and shall be paid in arrears on the next date after the end of such Fiscal Quarter on which interest is payable on the Notes. The payment of any Excess Leverage Fee shall not constitute a waiver of any Default or Event of Default. If an Excess Leverage Fee is due for any Fiscal Quarter, the Company will notify the holders of that fact as soon as reasonably possible and in any event no later than 5 Business Days prior to the interest payment date on which the payment of such Excess Leverage Fee is due.”

      1.2. Section 10.1 of the Note Agreement is amended to add the following new subsections (d) and (e) thereto, such subsections to read as follows:

     “(d)  Minimum EBITDA . The Company will not permit EBITDA for the period of the four consecutive Fiscal Quarters ending with any Fiscal Quarter ending after December 29, 2005 to be less than $30,000,000.

     (e) Minimum Working Capital . The Company will not permit Working Capital at the end of any month ending after December 29, 2005 to be less than $50,000,000.”

      1.3. The following is added to the end of Section 10.5(j) of the Note Agreement:

“Notwithstanding the foregoing, in no event shall the Company create, incur, assume or permit to exist, or permit any of its Subsidiaries to create, incur, assume or permit to exist, any Lien securing any Debt under the Credit Agreement or any other working capital credit facility unless the Notes are secured on a pari passu basis by Liens in all property securing such Debt pursuant to documentation in form and substance satisfactory to the Required Holders in their sole discretion, provided that the holders of the Notes and the holders of such Debt shall have entered into an Intercreditor and Collateral Agency Agreement, in form and substance satisfactory to the Required Holders in their sole discretion, and such Intercreditor and Collateral Agency Agreement shall be in full force and effect.”

      1.4. The following new Section 10.9 is added to the Note Agreement:

     “ Section 10.9. Most Favored Lender Status. The Company will not, and will not permit any Subsidiary to, enter into, assume or otherwise become bound or obligated under the Credit Agreement or any agreement evidencing, securing, guaranteeing or otherwise relating to Debt under the Credit Agreement or any other working capital credit facility that contains, or amend the Credit Agreement or any such agreement to contain, one or more Additional Covenants or Additional Defaults, unless the Company or such Subsidiary has offered to make an amendment this Agreement, in form and substance satisfactory to the Required Holders, to add to or amend this Agreement to contain such Additional Covenants or Additional Defaults; provided , however , in the event that the Company or any Subsidiary enters into, assumes or otherwise becomes bound or obligated under, or so amends, the Credit Agreement or any such agreement without making such

offer, or if such offer was made and has not been rejected by the Required Holders, this Agreement shall, without any further action on the part of the Company, or any of the holders, be deemed to be amended automatically to include each Additional Covenant and each Additional Default contained in such agreement. The Company further covenants to, and to cause each of its Subsidiaries to, promptly execute and deliver at its expense (including the reasonable fees and expenses of counsel for the holders) an amendment to this Agreement in form and substance satisfactory to the Required Holders evidencing the amendments of this Agreement to include such Additional Covenants and Additional Defaults; provided that the execution and delivery of such amendments shall not be a precondition to the effectiveness of such amendment as provided for in this Section 10.9, but shall merely be for the convenience of the parties hereto.”

      1.5. Section 11(b) of the Note Agreement is amended and restated in its entirety to read as follows:

“(b) the Company defaults in the payment of any interest or Excess Leverage Fee with respect to any Note for more than five Business Days after the same becomes due and payable; or”

      1.6. The following shall be added as new definitions to Schedule B to the Note Agreement in proper alphabetical order:

      “Additional Covenant” shall mean any affirmative or negative covenant or similar restriction applicable to the Company or any Subsidiary (regardless of whether such provision is labeled or otherwise characterized as a covenant) the subject matter of which either (i) is similar to that of any covenant in Section 9 or 10 of this Agreement, or related definitions in Schedule B to this Agreement, but contains one or more percentages, amounts or formulas that is more restrictive than those set forth herein or more beneficial to any holder of any Debt under the Credit Agreement or any other working capital facility (and such covenant or similar restriction shall be deemed an Additional Covenant only to the extent that it is more restrictive or more beneficial) or (ii) is different from the subject matter of any covenants in Section 9 or 10 of this Agreement or related definitions in Schedule B to this Agreement.

      “Additional Default” shall mean any provision for the benefit of any holder of any Debt under the Credit Agreement or any other working capital facility to accelerate (with the passage of time or giving of notice or both) the maturity thereof or otherwise requires any Company or any Subsidiary to purchase such Debt prior to the stated maturity thereof and which either (i) is similar to any Default or Event of Default contained in Section 11 of this Agreement, or related definitions in Schedule B to this Agreement, but contains one or more percentages, amounts or formulas that is more restrictive or has a shorter grace period than those set forth therein or is more beneficial to any holder of any Debt under the Credit Agreement or any other working capital facility (and

such provision shall be deemed an Additional Default only to the extent that it is more restri