FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment To Credit Agreement (this “Amendment” ) is entered into as of August 9, 2010,
by and between Lifecore Biomedical, LLC, a Minnesota limited liability company ( “Borrower” ), and Wells
Fargo Bank, National Association ( “Bank” ).
Whereas, Borrower is currently indebted to Bank pursuant to the terms and conditions of that certain
Credit Agreement, dated and made as of April 30, 2010, by and between Borrower and Bank (as amended,
restated, modified and/or supplemented from time to time, the “Credit Agreement” ).
Whereas, Bank and Borrower have agreed to certain changes in the terms and conditions set forth in the
Credit Agreement and have agreed to amend the Credit Agreement to reflect such changes.
Now, Therefore, for valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree that the Credit Agreement shall be amended as follows:
1. Definitions . Each capitalized term used and not otherwise defined herein has the meaning
ascribed thereto in the Credit Agreement.
2. Amendments to Credit Agreement . Subject to Section 5 hereof, the Credit Agreement is
hereby as follows:
(a) Section 1.1 of the Credit Agreement is hereby amended by amending and restating in their
entirety each of the following definitions as follows:
“Net Income” means fiscal year-to-date after-tax net income from continuing
operations of the Companies, as determined in accordance with GAAP; provided,
however , that any amounts deducted in arriving at Borrower’s Net Income shall be
determined exclusive of (i) non-recurring fees and expenses incurred in connection with
the Acquisition in an aggregate amount not to exceed $2,537,000, (ii) expenses incurred
during the month ended April 30, 2010 relating to a one-time reserve for Accounts and
Inventory in an amount not to exceed $600,000 in the aggregate in connection wit