EXHIBIT 10.25
SECOND AMENDMENT
TO
LOAN AND SECURITY
AGREEMENT
THIS SECOND
AMENDMENT TO LOAN AND SECURITY AGREEMENT (“Second
Amendment”) is made and entered into as of this 21
st day of March, 2005 by and among CENTENNIAL SPECIALTY
FOODS CORPORATION, a Delaware corporation, and STOKES CANNING
COMPANY, a Colorado corporation (collectively, the
“Borrower”), and HEARTLAND BANK, a federal savings bank
(“Lender”).
WITNESSETH:
WHEREAS, pursuant to that certain
Loan and Security Agreement dated as of March 15, 2004, by and
between Borrower and Lender, and Amendment No. 1 thereto dated
March 26, 2004 (as amended, the “Credit Agreement”),
Lender has made a Loan available to Borrower in an aggregate
principal amount not to exceed $5,000,000.00; and
WHEREAS, pursuant to the terms of
the Credit Agreement, the Borrower executed a Revolving Credit
Note; and
WHEREAS, the Borrower has proposed
certain modifications of the provisions contained in the Credit
Agreement, and Lender is willing to agree to same on the terms and
conditions hereafter set forth.
NOW, THEREFORE, in consideration of
the premises and the mutual covenants and agreements set forth
herein and for other good and valuable consideration, the
mutuality, receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1.
Definitions . All capitalized terms not otherwise
defined herein shall have the meanings given to such terms in the
Credit Agreement.
2.
Amendments to Credit Agreement . The Credit Agreement
is hereby amended as follows:
a.
The definition of “Revolving Credit Facility” at
Section 1.1 of the Credit Agreement is hereby deleted in its
entirety and is hereby replaced with the following:
“Revolving
Credit Facility” means the facility for the Revolving Credit
Loans in the principal sum of $4,000,000, provided, however, that
in the event the Borrower complies with the covenants at Section
10.1(a) and 10.1(b) hereof for two consecutive fiscal quarters of
Borrower (and irrespective of whether the covenant compliance
period for either covenant has commenced pursuant to the time
periods expressed in Section 10.1(a) and 10.1(b) hereof), the said
principal sum shall be $5,000,000.
b.
Section 10.1(a) of the Credit Agreement is hereby deleted in
its entirety and is hereby replaced with the following:
“(a)
Minimum Consolidated Net Worth . As of the last day of
each fiscal quarter of Borrower commencing with the fiscal quarter
of Borrower ending March 31, 2004 and continuing to the fiscal
quarter of Borrower ending December 31, 2004, permit the sum of
Borrowers’ Consolidated Net Worth
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