EX-10.64 CREDIT AGREEMENT

Exhibit 10.64

CREDIT AGREEMENT

     THIS CREDIT AGREEMENT (as the same may be amended, modified or supplemented from time to time, the “Agreement”) dated as of the 1 ^st day of November, 2006 by and between BANK OF CHARLES TOWN, a West Virginia banking corporation (the “Bank”), and CUISINE SOLUTIONS, INC., a Delaware corporation (the “Borrower”), recites and provides:

RECITALS

     Subject to the terms of this Agreement, the Bank agrees to establish a working capital line of credit (the “ Line ”) in favor of the Borrower. The Bank and the Borrower agree that advances under the Line shall be made on the following terms, covenants and conditions.

AGREEMENT

     ACCORDINGLY, for and in consideration of the mutual covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Bank and the Borrower agree as follows:

SECTION 1. The Line

     1.1 Amount and Purpose .

          (a) Subject to the terms and conditions of this Agreement, the Bank agrees to make advances under the Line to the Borrower from time to time. The aggregate principal amount of advances under the Line outstanding at any time shall not exceed the lesser of $5,000,000 or the Borrowing Base (as defined below). Within this limit, the Borrower may borrow, repay and reborrow until November 1, 2007 (as extended from time to time in accordance with the provisions set forth below, the “ Termination Date ”).

          (b) Each request for an advance under the Line shall be made by written notice from the Borrower to the Bank, given not less than two business days prior to the date of the advance. The proceeds of advances under the Line shall be used to carry accounts receivable and inventory and for other short-term working capital purposes. The Borrower also may request that the Bank issue letters of credit for the account of the Borrower from time to time. The Bank shall not be required to issue any letter of credit unless the form, term and purpose for which the letter of credit is to be issued are approved by the Bank in its sole discretion. Each letter of credit issued by the Bank for the account of the Borrower shall be treated as an outstanding advance under the Line for the purposes of this Agreement. Advances under the Line shall be credited to the operating account of the Borrower with the Bank.

     1.2 Borrowing Base .

          (a) The “Borrowing Base” shall mean, at any time, the sum of 80% of the Eligible Receivables plus 75% of Eligible Inventory, valued at the lower of cost or market value, on a last-in, first out basis.

          (b) “Eligible Receivables” means accounts receivable of the Borrower (1) that represent valid obligations incurred by a customer of the Borrower (a “Customer”) for goods shipped or delivered or services completed under valid and binding contracts of sale, lease or service; (2) with respect to which the Borrower has no knowledge or notice of any inability of the Customer to make full payment; (3) from the face amounts of which have been deducted all payments, setoffs, amounts subject to adverse claims made in writing to the Borrower, contractual allowances, bad debt reserves and other applicable credits; (4) that are subject to no liens or encumbrances; (5) that continue to be in full conformity with the applicable representations and warranties made by the Borrower to the Bank in the Security Agreement (as defined below); (6) with respect to which the Bank is and continues to be satisfied with the credit standing of the Customer; (7) on which the Customer is not an affiliate of the Borrower; and (8) that have been billed to the appropriate Customer and are aged less than 90 days from the date of the initial invoice. Notwithstanding the foregoing provisions, if the Bank reasonably determines that the collectibility of any account receivable makes it unacceptable for inclusion in the Borrowing Base and gives written notice to the Borrower indicating the reasons for such determination, then such account receivable shall be excluded from the category of Eligible Receivables from the date of such notice.

          (c) “Eligible Inventory” means, as applied to the Borrower, goods, as defined under Article 9 of the West Virginia Uniform Commercial Code, which are owned and held for sale by the Borrower in the ordinary course of the Borrower’s business and in which the Bank has a perfected security interest, but excludes the following, unless otherwise specifically approved in writing as being eligible by the Bank: (1) goods held for lease; (2) goods that are to be furnished under a contract of service; (3) work in process; (4) materials used or consumed in the Borrower’s business; (5) farm products; (6) goods which have been held for sale by the Borrower for a period of 12 months or more; (7) damaged, broken, flawed, imperfect, inoperable, discounted, returned, repossessed or reclaimed goods; (8) goods held for sale to an affiliate or a subsidiary of the Borrower; (9) goods being sold by others on “sale or return” or under some other consignment arrangement with the Borrower; (10) goods of another being sold on consignment by the Borrower; (11) goods located outside of the borders of the United States of America, (12) goods located in the borders of the United States of America but in the possession of someone else without the Borrower having appropriate warehouse receipts or other negotiable documentation evidencing a valid bailment and the ownership of the goods by the Borrower; and (13) goods which are subject to a lien or security interest in favor of someone other than Bank, whether a superior lien or security interest or an inferior lien or security interest.

     1.3 Interest . Advances made under the Line shall bear interest at a rate per annum equal to the Prime Rate, adjusted daily when and as the Prime Rate is changed. The “ Prime

Rate ” shall mean the Wall Street Journal Prime Rate, which is the highest Prime Rate published in the “Money Rates” section of the Wall Street Journal from time to time. Accrued interest shall be payable monthly, in arrears, on the first day of each month, beginning on November 1, 2006.

          (a) Line Note . The Borrower’s obligations to pay the principal amount of all advances of the Line, together with accrued interest, shall be evidenced by a promissory note, in form and substance satisfactory to the Bank, in the principal amount of the Line, made by the Borrower and payable to the order of the Bank (as the same may be amended, modified or supplemented from time to time, the “ Line Note ”). The unpaid principal balance of the Line Note shall be payable on demand. The Borrower agrees that the Bank may demand payment at any time, even if no Event of Default (as defined below) has occurred. The Borrower shall prepay the Line Note to the extent that the aggregate amount of outstanding advances under the Line exceeds the Borrowing Base at any time.

     1.4 Extensions . The Bank may elect from time to time, in its sole discretion, to extend the Termination Date. During any period or periods of extension, all of the remaining terms and conditions of this Agreement shall remain in full force and effect.

SECTION 2. Payments, Computations, Fees and Charges

     2.1 Payments . All payments due with respect to this Agreement and the Line shall be made in immediately available funds to the Bank at its office at 111 East Washington Street, Charles Town, West Virginia 25414. The Bank is authorized, but shall be under no obligation, to charge any deposit account maintained by the Borrower with the Bank for any payments due to the Bank with respect to this Agreement or the Line. Payments shall be applied first to accrued late charges, next to accrued fees, next to accrued interest and then to principal.

     2.2 Default Charges . If any payment due under the Line Note is not made within ten days of its due date, the Borrower shall pay to the Bank a late charge equal to 5% of the amount of such payment. Upon the occurrence and during the continuation of an Event of Default under this Agreement, the rate at which interest accrues on the Line Note shall be increased to an amount equal to the rate of interest then in effect under the Line Note plus 2.00% per annum.

          (a) Fees . The Borrower agrees to pay to the Bank a loan fee equal to $12,500 on or before November 1, 2006.

     2.3 Computations . Interest and fees shall be computed on the basis of a year of 360 days and actual days elapsed.

     2.4 Increased Costs . The Borrower agrees to reimburse the Bank for any regulatory costs or expenses incurred by the Bank in connection with its obligations under this Agreement, including, without limitation, costs arising out of the Bank’s compliance with capital adequacy guidelines, reserve requirements and deposit insurance regulations. A statement of the costs incurred shall be rendered to the Borrower by the Bank, setting forth the method of calculation,

and such increased costs shall be paid to the Bank by the Borrower within 30 days after such statement is received by the Borrower.

SECTION 3. Security

     3.1 Indebtedness . As used in this Agreement, the term “ Indebtedness ” means all present and future indebtedness of the Borrower to the Bank, whether direct or indirect, fixed or contingent, due or to become due, several, joint or joint and several, including, without limitation, the Line, the Line Note, the obligations of the Borrower to the Bank with respect to any letter of credit issued by the Bank for the account of the Borrower and overdrafts in any deposit account maintained by the Borrower with the Bank.

     3.2 Collateral . The Indebtedness is secured by the following (the “ Collateral ”):

          (a) UCC Collateral . A first priority security interest in all of the Borrower’s present and future accounts, chattel paper, deposit accounts, documents, instruments, general intangibles, inventory, investment property, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), supporting obligations and all proceeds and products of all of the foregoing (the “ UCC Collateral ”). The security interest of the Bank in the UCC Collateral shall be subject to a security agreement, in form and substance acceptable to the Bank, from the Borrower in favor of the Bank (as amended, modified or supplemented from time to time, the “ Security Agreement ”); and

          (b) Deed of Trust . A credit line deed of trust, in form and substance acceptable to the Bank, from Food Investor Corporation, a Virginia corporation (the “ Grantor ”) to C. Christopher Giragosian and Kevin F. Hull, as trustees, in the amount of $5,000,000 (as amended, modified or supplemented from time to time, the “ Deed of Trust ”) creating a first lien against the approximately 345.55 acres of land, and improvements thereon owned by the Grantor and located at 40506 Tamworth Farm Lane, Leesburg, Loudoun County, Virginia, as more particularly described in the Deed of Trust (the “ Real Estate ”).

SECTION 4. Conditions

     4.1 Disbursements . The following conditions must be satisfied prior to any disbursements under this Agreement:

          (a) No Default . No event shall have occurred and be continuing that constitutes an Event of Default (as defined below), or that would constitute an Event of Default but for the requirement that notice be given or that a period of time elapse, or both, either before or after such disbursement;

          (b) Representations . All representations and warranties contained in this Agreement shall be true and correct as of the date of the disbursement with the same effect as though made on such date, both before and after giving effect to such disbursement, except that

the representations and warranties set forth in Section 5.4 shall be deemed to apply to the most recent financial statements furnished by the Borrower to the Bank prior to such disbursement;

          (c) Borrowing Base Certificate . If required by the Bank, a Borrowing Base Certificate (as defined below), setting forth a calculation of the Borrowing Base as of the date of the applicable disbursement; and

          (d) Legal Matters . All legal matters incident to the advance of the disbursement will be satisfactory to the Bank and its counsel.

     Each borrowing by the Borrower shall be deemed to be a representation and warranty by the Borrower on the date of such borrowing as to matters specified above in subparagraphs (b) and (c) of this Section 4.1.

SECTION 5. Representations and Warranties

     In order to induce the Bank to extend credit to the Borrower, the Borrower represents and warrants as follows:

     5.1 Organization . The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and is duly qualified as a foreign corporation and in good standing under the laws of each other jurisdiction in which such qualification is required.

     5.2 Execution and Delivery . The Borrower has the corporate power, and has taken all the necessary corporate actions, to execute and deliver and perform its obligations under the Loan Documents, and the Loan Documents, when executed and delivered, will be binding obligations of the Borrower, enforceable in accordance with their terms.

     5.3 Corporate Power . The Borrower has the corporate power and authority to own its properties and to carry on its business as now being conducted.

     5.4 Financial Statements . All financial statements and information delivered to the Bank by the Borrower (including, without limitation, the Borrower’s audited financial statements for its fiscal year ending on June 24, 2006) were prepared in accordance with generally accepted accounting principles, are correct and complete and present fairly the financial conditions, and reflect all known liabilities, contingent or otherwise, of the Borrower as of the dates of such statements and information, and since such dates no material adverse change in the assets, liabilities, financial condition, business or operations of the Borrower has occurred.

     5.5 Taxes . All tax returns and reports of the Borrower required by law to be filed have been duly filed, and all taxes, assessments, other governmen