Exhibit 10.1

BSP AGENCY, LLC

July 17, 2017

Inventure Foods, Inc.
5415 East High Street, Suite 350
Phoenix, Arizona 85054
Attn: Steve Weinberger

Re: Extension Agreement

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of November 18, 2015, among Inventure Foods, Inc., a Delaware corporation (the “ Parent Borrower ”), the Subsidiaries of the Parent Borrower party thereto (such Subsidiaries, together with the Parent Borrower, are referred to herein each individually as a “ Borrower ” and individually and collectively, jointly and severally, as “ Borrowers ”), the lenders from time to time party thereto (the “ Lenders ”) and BSP Agency, LLC, a Delaware limited liability company, in its capacity as agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, the “ Agent ”), as amended by that certain First Amendment to Credit Agreement dated as of March 9, 2016, as amended by that certain Second Amendment to Credit Agreement dated as of September 27, 2016, as amended by that certain Limited Waiver and Third Amendment dated as of the date hereof (the “ Third Amendment ”) and as may be further amended, modified, extended, restated, replaced, or supplemented from time to time, the “ Credit Agreement ”.  Capitalized terms used and not otherwise defined in this letter agreement (this “ Extension Agreement ”) have the respective meanings ascribed to such terms in the Credit Agreement.

WHEREAS, certain Events of Default have occurred, are continuing or will result under the Credit Agreement as a result of: (a) the Parent Borrower’s and the other Loan Parties’ failure to comply with the financial statement covenant contained in Section 5.1 of the Credit Agreement because of a “going concern” qualification to the certification by the Parent Borrower’s auditor of the audited financial statements of the Parent Borrower and its Subsidiaries for the fiscal year ended December 31, 2016, which constitutes an Event of Default under Section 8.2(a) of the Credit Agreement (the “ 2016 Audit Covenant Event of Default ”), (b) the Parent Borrower’s and the other Loan Parties’ failure to comply with the financial covenant contained in Section 7.3 of the Credit Agreement for the fiscal month ended April 30, 2017, which constitutes an Event of Default under Section 8.2(a) of the Credit Agreement (the “ April EBITDA Event of Default ”), (c) the Parent Borrower’s and the other Loan Parties’ failure to comply with the financial covenant contained in Section 7.3 of the Credit Agreement for the fiscal month ended June 30, 2017, which constitutes an Event of Default under Section 8.2(a) of the Credit Agreement (the “ June EBITDA Event of Default ” and collectively with the 2016 Audit Covenant Event of Default and the April EBITDA Event of Default, the “ Current Events of Default ”) and (d) the Parent Borrower’s and the other

Loan Parties’ expected failure to comply with the financial covenants contained in Section 7 of the Credit Agreement from the date hereof through the Waiver Deadline (as defined below), which would constitute an Event of Default under Section 8.2(a) of the Credit Agreement (the “ Anticipated Event of Default ” and collectively with the Current Events of Default, the “ Specified Events of Default ”).

WHEREAS, the Borrowers, the Lenders and the Agent are parties to (a) that certain Limited Waiver dated as of March 29, 2017 whereby the Agent and the Lenders agreed to waive the 2016 Audit Covenant Event of Default until May 15, 2017 and (b) that certain Limited Waiver and Third Amendment to Credit Agreement dated as of May 10, 2017 whereby the Agent and the Lenders agreed to (i) extend the 2016 Audit Covenant Event of Default waiver until July 17, 2017 (the “ 2016 Audit Covenant Waiver Deadline ”) and (ii) waive the April EBITDA Event of Default until July 17, 2017 (the “ April EBITDA Waiver Deadline ”).

WHEREAS, the Borrowers have requested that the Agent and the Lenders (a) extend the 2016 Audit Covenant Waiver Deadline until July 24, 2017, (b) extend the April EBITDA Waiver Deadline until July 24, 2017, (c) waive the June EBITDA Event of Default until July 24, 2017 and (d) waive the Anticipated Event of Default until July, 2017.

WHEREAS, the Agent and the Lenders are willing to (a) provide the extension of the 2016 Audit Covenant Waiver Deadline, (b) provide the extension of the April EBITDA Waiver Deadline, (c) provide the waiver of the June EBITDA Event of Default and (d) provide the waiver of the Anticipated Event of Default in accordance with and subject to the terms and conditions set forth herein and in accordance with the applicable provisions of the Intercreditor Agreement.

Notwithstanding the provisions of the Credit Agreement to the contrary, the Agent and the Lenders hereby agree to extend the 2016 Audit Covenant Waiver Deadline, extend the April EBITDA Waiver Deadline, waive the June EBITDA Event of Default and waive the Anticipated Event of Default until the date (the “ Waiver Deadline ”) that is the earlier of (a) the occurrence and continuation of a Default or Event of Default other than any Specified Event of Default and (b) July 24, 2017.  On the date constituting the Waiver Deadline, the Specified Events of Default will be reinstated as if the waiver set forth above had never been provided and failure of the Parent Borrower to be in compliance therewith shall constitute an immediate Event of Default.

This limited waiver shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a waiver of any breach, Default or Event of Default other than as specifically waived herein nor as a waiver of any breach, Default or Event of Default of which the Lenders have not been informed by the Borrowers, (b) affect the right of the Lenders to demand compliance by the Borrowers with all terms and conditions of the Loan Documents, except as specifically modified or waived by this Extension Agreement, (c) be deemed a waiver of any transaction or future action on the part of the Borrowers requiring the Lenders’ consent or approval under the Loan Documents, or (d) except as waived hereby, be deemed or construed to be a waiver or release of, or a limitation upon, the Lenders’ exercise of any rights or remedies under the Credit Agreement or any other Loan Document, whether arising as a consequence of any Default or Event of Default (other than a Specified Event of Default) which may now exist or otherwise, all such rights and remedies hereby being expressly reserved.

This Extension Agreement shall become effective as of the date the Agent and the Lenders shall have received a copy of (a) this Extension Agreement duly executed by each of the Loan Parties, the Required Lenders and the Agent and (b) an amendment duly executed by each of the Loan Parties, the Required Lenders (as defined in the ABL Credit Agreement) and the ABL Agent in form and substance reasonably satisfactory to the Agent (it being understood and agreed that the amendment to the ABL Credit Agreement attached as Exhibit A hereto is in form and substance satisfactory to Agent).

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This Extension Agreement shall constitute a Loan Document under the terms of the Credit Agreement.

This Extension Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  Delivery of an executed counterpart to this Amendment by telecopy or other electronic means shall be effective as an original and shall constitute a representation that an original will be delivered.

THIS EXTENSION AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

The jurisdiction, service of process and waiver of jury trial provisions set forth in Section 12 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis .

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[Inventure Extension Agreement]

[Inventure Extension Agreement]

[Inventure Extension Agreement]

[Inventure Extension Agreement]

EXHIBIT A

[ABL AMENDMENT TO BE ATTACHED]

Exhibit 10.2

Execution Version

LIMITED WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENT

THIS LIMITED WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENT (this “ Amendment ”), dated as of July 21, 2017, is by and among INVENTURE FOODS, INC. , a Delaware corporation (the “ Parent Borrower ”), the Subsidiaries of the Parent Borrower identified on the signature pages hereof (such Subsidiaries, together with the Parent Borrower, are referred to herein each individually as a “ Borrower ” and individually and collectively, jointly and severally, as “ Borrowers ”), the lenders from time to time party to the Credit Agreement defined below (the “ Lenders ”) and BSP AGENCY, LLC , a Delaware limited liability company, in its capacity as agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, the “ Agent ”).  Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

W I T N E S S E T H

WHEREAS , the Borrowers, the Lenders and the Agent are parties to that certain Credit Agreement dated as of November 18, 2015 (as amended by that certain First Amendment to Credit Agreement dated as of March 9, 2016, as amended by that certain Second Amendment to Credit Agreement dated as of September 27, 2016, as amended by that certain Limited Waiver and Third Amendment to Credit Agreement dated as of May 10, 2017 and as may be further amended, modified, extended, restated, replaced, or supplemented from time to time, the “ Credit Agreement ”);

WHEREAS , certain Events of Default have occurred, are continuing or will result under the Credit Agreement as a result of: (a) the Parent Borrower’s and the other Loan Parties’ failure to comply with the financial statement covenant contained in Section 5.1 of the Credit Agreement because of a “going concern” qualification to the certification by the Parent Borrower’s auditor of the audited financial statements of the Parent Borrower and its Subsidiaries for the fiscal year ended December 31, 2016, which constitutes an Event of Default under Section 8.2(a) of the Credit Agreement (the “ 2016 Audit Covenant Event of Default ”), (b) the Parent Borrower’s and the other Loan Parties’ failure to comply with the financial covenant contained in Section 7.3 of the Credit Agreement for the fiscal month ended April 30, 2017, which constitutes an Event of Default under Section 8.2(a) of the Credit Agreement (the “ April EBITDA Event of Default ”), (c) the Parent Borrower’s and the other Loan Parties’ failure to comply with the financial covenant contained in Section 7.3 of the Credit Agreement for the fiscal month ended June 30, 2017, which constitutes an Event of Default under Section 8.2(a) of the Credit Agreement (the “ June EBITDA Event of Default ” and collectively with the 2016 Audit Covenant Event of Default and the April EBITDA Event of Default, the “ Current Events of Default ”) and (d) the Parent Borrower’s and the other Loan Parties’ expected failure to comply with the financial covenants contained in Section 7 of the Credit Agreement from the date hereof through the Waiver Deadline (as defined below), which would constitute an Event of Default under Section 8.2(a) of the Credit Agreement (the “ Anticipated Event of Default ” and collectively with the Current Events of Default, the “ Specified Events of Default ”);

WHEREAS , the Borrowers, the Lenders and the Agent are parties to (a) that certain Limited Waiver dated as of March 29, 2017 whereby the Agent and the Lenders agreed to waive the 2016 Audit Covenant Event of Default until May 15, 2017, (b) that certain Limited Waiver and Third Amendment to Credit Agreement dated as of May 10, 2017 whereby the Agent and the Lenders agreed to (i) extend the 2016 Audit Covenant Event of Default waiver until July 17, 2017 and (ii) waive the April EBITDA Event of Default until July 24, 2017 and (c) that certain Extension Agreement dated as of July 17, 2017 whereby the Agent and the Lenders agreed to (i) extend the 2016 Audit Covenant Event of Default waiver until July 24, 2017 (the “ 2016 Audit Covenant Waiver Deadline ”), (ii) waive the April EBITDA Event of Default until July 24, 2017 (the “ April EBITDA Waiver Deadline ”), (iii) waive the June EBITDA Event of Default until July 24, 2017 (the “ June EBITDA Waiver Deadline ”) and (iv) waive the Anticipated Event of Default until July 24, 2017 (the “ Anticipated Default Waiver Deadline ”);

WHEREAS , pursuant to Section 2.1(b) of the Credit Agreement, the Borrowers have notified the Agent and the Lenders that they are requesting an additional Loan (the “ Fourth Amendment Term Loan ”) in an aggregate principal amount of $5,000,000 on the terms set forth in this Amendment;

WHEREAS , the Borrowers have requested that the Agent and the Lenders (a) extend the 2016 Audit Covenant Waiver Deadline until August 31, 2017, (b) extend the April EBITDA Waiver Deadline until August 31, 2017, (c) extend the June EBITDA Waiver Deadline until August 31, 2017, (d) extend the Anticipated Default Waiver Deadline until August 31, 2017, (e) amend the Credit Agreement to effect such amendments as may be necessary or appropriate to effect the Fourth Amendment Term Loan and (f) amend certain other provisions of the Credit Agreement; and

WHEREAS , the Agent and the Lenders are willing to (a) provide the extension of the 2016 Audit Covenant Waiver Deadline, (b) provide the extension of the April EBITDA Waiver Deadline, (c) provide the extension of the June EBITDA Waiver Deadline, (d) provide the extension of the Anticipated Default Waiver Deadline, (e) provide such Fourth Amendment Term Loan and (f) make such amendments to the Credit Agreement in accordance with and subject to the terms and conditions set forth herein and in accordance with the applicable provisions of the Intercreditor Agreement.

NOW, THEREFORE , in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

LIMITED WAIVER

1.1           Waiver of Specified Events of Default .   Notwithstanding the provisions of the Credit Agreement to the contrary, the Agent and the Lenders hereby agree to extend the 2016 Audit Covenant Waiver Deadline, extend the April EBITDA Waiver Deadline, extend the June EBITDA Waiver Deadline and extend the Anticipated Default Waiver Deadline until the date (the “ Waiver Deadline ”) that is the earlier of (a) the occurrence and continuation of a Default or Event of Default other than any Specified Event of Default and (b) August 31, 2017.  On the date constituting the Waiver Deadline, the Specified Events of Default will be reinstated as if the waiver set forth above had never been provided and failure of the Parent Borrower to be in compliance therewith shall constitute an immediate Event of Default.

1.2           Effectiveness of Limited Waiver .   This limited waiver shall be effective only to the extent specifically set forth herein and shall not (a) be construed as a waiver of any breach, Default or Event of Default other than as specifically waived herein nor as a waiver of any breach, Default or Event of Default of which the Lenders have not been informed by the Borrowers, (b) affect the right of the Lenders to demand compliance by the Borrowers with all terms and conditions of the Loan Documents, except as specifically modified or waived by this Amendment, (c) be deemed a waiver of any transaction or future action on the part of the Borrowers requiring the Lenders’ consent or approval under the Loan Documents, or (d) except as waived hereby, be deemed or construed to be a waiver or release of, or a limitation upon, the Lenders’ exercise of any rights or remedies under the Credit Agreement or any other Loan Document, whether arising as a consequence of any Default or Event of Default (other than a Specified Event of Default) which may now exist or otherwise, all such rights and remedies hereby being expressly reserved.

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ARTICLE II

AMENDMENTS TO CREDIT AGREEMENT

2.1           Amendment to Section 2.1(a) .   Section 2.1(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Term Loans .

(i)            Subject to the terms and conditions of this Agreement, each Lender agrees (severally, not jointly or jointly and severally) to make a term loan to Borrowers on the Closing Date (the “ Closing Date Term Loan ”) in an amount equal to such Lender’s Closing Date Term Loan Commitment, which Closing Date Term Loan shall be disbursed to the Borrowers pursuant to written instructions of the Parent Borrower to Agent. From and after the Closing Date, the principal amount of the Closing Date Term Loan shall be repaid on the following dates and in the following amounts:

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(ii)           Subject to the terms and conditions of this Agreement, each Lender agrees (severally, not jointly or jointly and severally) to make a term loan to Borrowers on the Fourth Amendment Effective Date (the “ Fourth Amendment Term Loan ” and collectively with the Closing Date Term Loan, the “ Loans ”) in an amount equal to such Lender’s Fourth Amendment Term Loan Commitment, which Fourth Amendment Term Loan shall be disbursed to the Borrowers pursuant to written instructions of the Parent Borrower to Agent. From and after the Fourth Amendment Effective Date, the principal amount of the Fourth Amendment Term Loan shall be repaid on the following dates and in the following amounts:

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(iii)          Amounts borrowed pursuant to this Section 2.1 and paid or prepaid may not be reborrowed.  The outstanding principal amount of the Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement.  The Borrowers, the Lenders and the Agent acknowledge and agree that immediately after giving effect to the funding of the Fourth Amendment Term Loan, the outstanding principal amount of the Loans as of the Fourth Amendment Effective Date shall be $77,514,155.74 .

2.2           Amendment to Section 2.4(f) .   Section 2.4(f) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(f)            Application of Payments. Each payment pursuant to Section 2.1(a)(i)  and Section 2.1(a)(ii)  and each prepayment pursuant to Section 2.4(e)(i)  through Section 2.4(e)(v)  shall, (A) so long as no Application Event shall have occurred and be continuing, be applied to the outstanding principal amount of the Loans until paid in full and (B) if an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.4(b)(iii) .

2.3           Amendment to Section 2.10(b) .   Section 2.10(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(b)           (i) To the extent the Borrowers make any payment or prepayment of principal with respect to the Loans after the Fourth Amendment Effective Date (including any prepayment pursuant to Section 2.4(d)  or (e) ), other than regularly scheduled principal payments pursuant to Section 2.1(a)  (excluding any such principal payment on the Maturity Date), the Borrowers shall pay to the Agent for the ratable account of each of the Lenders, a non-refundable fee in the amount of 10.00% of the aggregate principal amount of all such Loans paid or prepaid (the “ Fourth Amendment Fee ”).  Such Fourth Amendment Fee shall be due and payable on the date of payment or prepayment (whether or not an Event of Default is occurring and prior to and after acceleration of the Loans) and on any date set forth in the last paragraph of Section 9.1 .

2.4           Amendment to Section 6.11 .   Section 6.11 is hereby amended and restated in its entirety to read as follows:

6.11         Use of Proceeds .  Each Borrower will not, and will not permit any of its Subsidiaries to use the proceeds of any loan made hereunder for any purpose other than (a) on the Closing Date, (i) to repay, in full, the outstanding principal, accrued interest, and accrued fees and expenses owing under or in connection with the Existing Credit Facility, and (ii) to pay the fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, in each case, as set forth in the Funds Flow Agreement, and (b) thereafter, consistent with the terms and conditions hereof, for their lawful and permitted purposes (including that no part of the proceeds of the loans made to Borrowers will be used to purchase or carry any such Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the Board of Governors).  Each Borrower will not, and will not permit any of its Subsidiaries to use the proceeds of the Fourth Amendment Term Loan for any purpose other than (x) payments of interest hereunder and (y) payment of trade payables in the ordinary course of business.

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2.5           Amendment to Section 7.3 .   Section 7.3 is hereby amended and restated in its entirety to read as follows:

7.3           Consolidated EBITDA .  Commencing with the fiscal month ending August 31, 2017, Borrowers will have EBITDA, measured at the end of each fiscal month for the twelve (12) months then ended, of at least $18,000,000.

2.6           Amendment to Section 9.1 .   The final paragraph of Section 9.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Without limiting the generality of Section 2.10(b) , and notwithstanding anything to the contrary in this Agreement or any Loan Document, it is understood and agreed that if the Obligations are accelerated hereunder pursuant to this Section 9.1 , the Fourth Amendment Fee determined as of the date of acceleration, will also be due and payable and will be treated and deemed as though the applicable Loans were prepaid and the applicable Commitments were terminated as of such date and shall constitute part of the Obligations for all purposes herein.  The Fourth Amendment Fee shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means.  THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOURTH AMENDMENT FEE IN CONNECTION WITH ANY SUCH ACCELERATION.  The Loan Parties expressly agree that (i) the Fourth Amendment Fee is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (ii) the Fourth Amendment Fee shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Fourth Amendment Fee, (iv) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 9.1 , (v) their agreement to pay the Fourth Amendment Fee is a material inducement to the Lenders to make the Loans and to provide the waivers set forth in the Fourth Amendment, and (vi) (A) the Fourth Amendment Fee represents a good faith, reasonable estimate and calculation of the lost profits and damages of the Lenders, (B) it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such payment or prepayment and (C) the Fourth Amendment Fee represents liquidated damages and compensation for the costs of making funds available hereunder and providing the waivers set forth in the Fourth Amendment.

2.7           Amendment to Section 14.1(a)(iii) .   Section 14.1(a)(iii) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(iii)          reduce the principal of, or the rate of interest on, any Loan or other extension of credit hereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document (except in connection with the waiver of applicability of Section 2.6(c)  (which waiver shall be effective with the written consent of the Required Lenders) but including the Fourth Amendment Fee)),

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2.8           New Definitions .  The following definitions are hereby added to Schedule 1.1 to the Credit Agreement in the appropriate alphabetical order:

“ Acceptance Notice ” has the meaning specified therefor in the definition of Permitted Indebtedness.

“ Closing Date Term Loan ” has the meaning specified therefor in Section 2.1(a)  of the Agreement.

“ Closing Date Term Loan Commitment ” means, with respect to each Lender, its Closing Date Term Loan Commitment, and, with respect to all Lenders, their Closing Date Term Loan Commitments, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule C-1 to the Agreement or in the Assignment and Acceptance pursuant to which such Lender became a Lender under the Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1 of the Agreement.  The aggregate principal amount of Closing Date Term Loan Commitments on the Fourth Amendment Effective Date is $72,514,155.74.

“ Financing Solicitation ” has the meaning specified therefor in the definition of Permitted Indebtedness.

“ Fourth Amendment Effective Date ” shall mean July 17, 2017.

“ Fourth Amendment Fee ” has the meaning specified therefor in Section 2.10(b)  of the Agreement.

“ Fourth Amendment Term Loan ” has the meaning specified therefor in Section 2.1(a)  of the Agreement.

“ Fourth Amendment Term Loan Commitment ” means, with respect to each Lender, its Fourth Amendment Term Loan Commitment, and, with respect to all Lenders, their Fourth Amendment Term Loan Commitments, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule C-1 to the Agreement or in the Assignment and Acceptance pursuant to which such Lender became a Lender under the Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1 of the Agreement.  The aggregate principal amount of Fourth Amendment Term Loan Commitments on the Fourth Amendment Effective Date is $5,000,000.

2.9           Amendment to Definition of Applicable Margin .  The definition of “Applicable Margin” set forth in Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“ Applicable Margin ” means, as of any date of determination after the Fourth Amendment Effective Date, with respect to all Loans outstanding on such date, 7.00% per annum with respect to Base Rate Loans and 8.00% per annum with respect to LIBOR Rate Loans.

2.10         Amendment to Definition of Commitment .  The definition of “Commitment” set forth in Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“ Commitments ” means, with respect to each Lender, its Closing Date Term Loan Commitment or Fourth Amendment Term Loan Commitment, as applicable.

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2.11         Amendment to Definition of Permitted Indebtedness .  The definition of “Permitted Indebtedness” set forth in Schedule 1.1 to the Credit Agreement is hereby amended by (a) replacing current subsection (g) in its entirety with the following and (b) replacing current subsection (w) in its entirety with the following:

(g)           [Reserved].

(w)          subject to the terms of the Intercreditor Agreement, the ABL Obligations and Indebtedness in respect of the ABL Credit Agreement and the other ABL Documents and any refinancing or replacement indebtedness thereof; provided that the aggregate principal amount of loans plus the aggregate face amount of letters of credit thereunder shall not exceed $56,000,000, provided , further , that, during the period commencing on the Fourth Amendment Effective Date and continuing through August 31, 2017, the Borrowers shall not solicit, initiate, encourage or assist the submission of any proposal, negotiation or offer from any person or entity (other than the Agent and its Affiliates) to provide indebtedness to refinance in full the ABL Obligations unless either (i) otherwise approved by the Agent in its sole discretion or (ii) both (y) the Borrowers shall have notified the Agent in writing (the “ Financing Solicitation ”) of their intent to seek to obtain financing to replace the ABL Obligations (which notice shall reasonably indicate the parameters of the financing to be solicited and shall contain an offer to the Agent and the Lenders to provide such financing on such terms) and the Agent and the Lenders shall have had not less than 5 Business Days following receipt of such notice to provide the Borrower with written notice of their agreement to provide the Borrowers with financing under such parameters (the “ Acceptance Notice ”) and (z) the Agent and the Lenders shall have either (A) declined such Financing Solicitation or (B) delivered an Acceptance Notice within such 5 Business Day period but failed to make such refinancing available to the Borrowers within 15 Business Days following the delivery to the Borrowers of an Acceptance Notice.  In the event that the Agent and the Lenders shall fail to deliver an Acceptance Notice to the Borrowers within 5 Business Days following receipt by the Agent of a Financing Solicitation from the Borrowers, the Agent and the Lenders shall be deemed to have declined the Financing Solicitation and the Borrowers shall be permitted to solicit, initiate, encourage or assist the submission of any proposal, negotiation or offer from any person or entity (to provide indebtedness to refinance in full the ABL Obligations on the parameters outlined in the Financing Solicitation previously delivered to the Agent.

2.12         Amendment to Definition of Permitted Purchase Money Indebtedness .  The definition of “Permitted Purchase Money Indebtedness” set forth in Schedule 1.1 to the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“ Permitted Purchase Money Indebtedness ” means, as of any date of determination, Indebtedness (other than the Obligations, but including Capitalized Lease Obligations), incurred after the Closing Date and at the time of, or within 120 days after, the acquisition of any fixed assets for the purpose of financing all or any part of the acquisition cost thereof, in an aggregate principal amount outstanding at any one time not in excess of $3,000,000 .

2.13         Amendment to Schedule C-1 .  Schedule C-1 to the Credit Agreement is hereby amended and restated in its entirety as set forth on Schedule C-1 hereto.

2.14         Amendment to Schedule 5.1 .  Schedule 5.1 to the Credit Agreement is hereby amended and restated in its entirety as set forth on Schedule 5.1 hereto.

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ARTICLE III

INTEREST PERIODS

3.1           Interest Periods .   In connection with this Amendment, the Interest Periods applicable to the Closing Date Term Loan shall be reset as necessary to cause the Interest Periods applicable to the Closing Date Term Loan to be identical to the Interest Periods applicable to the Fourth Amendment Term Loans funded on the Fourth Amendment Effective Date.  The Borrowers shall be responsible for any costs arising under Section 2.12 of the Credit Agreement resulting from such action.

ARTICLE IV
CONDITIONS TO EFFECTIVENESS

4.1           Closing Conditions .   This Amendment shall become effective as of the day and year set forth above (the “ Amendment Effective Date ”) upon satisfaction of the following conditions (in each case, in form and substance reasonably acceptable to the Agent):

(a)           Executed Amendment .  The Agent shall have received a copy of (i) this Amendment duly executed by each of the Loan Parties, the Required Lenders and the Agent and (ii) an amendment duly executed by each of the Loan Parties, the Required Lenders (as defined in the ABL Credit Agreement) and the ABL Agent in form and substance reasonably satisfactory to the Agent (it being understood and agreed that the amendment to the ABL Credit Agreement attached as Exhibit A hereto is in form and substance satisfactory to Agent).

(b)           Side Letter .  The Agent shall have received the side letter, in substantially the form attached as Exhibit B hereto (the “ Side Letter ”), duly executed by the parties thereto, and the same shall be in full force and effect.

(c)           Fourth Amendment Term Loan Conditions .  The conditions set forth in Section 2.1(b) of the Credit Agreement shall have been satisfied; provided that the Agent and the Lenders hereby agree to waive (i) the requirement set forth in Section 2.1(b)(vii) and (ii) the financial covenant compliance requirement set forth in Section 2.1(b)(xi)(z).

(d)           Default .  After giving effect to this Amendment and the Fourth Amendment Term Loan, no Default or Event of Default shall exist.

(e)           Representations and Warranties .  As of the Amendment Effective Date, the representations and warranties of the Loan Parties contained in the Credit Agreement and in the other Loan Documents shall be true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are qualified or modified by materiality in the text thereof).

(f)            Officer’s Certificate .  Agent shall have received a certificate of the Chief Financial Officer of the Parent Borrower in form and substance satisfactory to it certifying as to the satisfaction by the Loan Parties of clauses (d) and (e) set forth in this Section 4.1.

(g)           Secretary’s Certificate .  Agent shall have received a certificate from the Secretary of each Loan Party (i) attesting to the resolutions of such Loan Party’s board of directors authorizing its execution, delivery, and performance of the Loan Documents to which it is a party, (ii) authorizing specific officers or members of such Loan Party to execute the same and (iii) attesting to the incumbency and signatures of such specific officers of such Loan Party.

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(h)           Organizational Documents .  Agent shall have received copies of each Loan Party’s Governing Documents, as amended modified or supplemented prior to the Amendment Effective Date, which Governing Documents shall be (i) certified by the Secretary of such Loan Party, and (ii) with respect to Governing Documents that are charter documents, certified as of a recent date (not more than 30 days prior to the Amendment Effective Date) by the appropriate governmental official.

(i)            Good Standing Certificates .  Agent shall have received a certificate of status with respect to each Loan Party, each dated within 10 days of the Amendment Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdiction.

(j)            Solvency Certificate .  Agent shall have received a solvency certificate of the Chief Financial Officer of the Parent Borrower, in form and substance satisfactory to it, certifying as to the solvency of the Loan Parties.

(k)           Notice of Borrowing .  The Agent shall have received from the Borrowers a duly executed Notice of Borrowing.

(l)            Legal Opinion .  The Agent shall have received an opinion or opinions of counsel for the Loan Parties, dated the Amendment Effective Date and addressed to the Agent and the Lenders which shall be in form and substance satisfactory to the Agent.

(m)          Fees and Expenses .

(i)            The Agent shall have received from the Parent Borrower for the account of each Lender that provides a Fourth Amendment Term Loan Commitment (each such Lender, a “ Fourth Amendment Term Loan Lender ”, and collectively, the “ Fourth Amendment Term Loan Lenders ”), a commitment fee as set forth in the fee letter dated as of even date herewith by and between the Parent Borrower, on behalf of the Borrowers, and the Agent, on behalf of the Fourth Amendment Term Loan Lenders.

(ii)           The Agent shall have received from the Parent Borrower such other fees and expenses that are payable in connection with the consummation of the transactions contemplated hereby and King & Spalding LLP shall have received from the Parent Borrower payment of all outstanding fees and expenses previously incurred and all fees and expenses incurred in connection with this Amendment.

(n)           Miscellaneous .  All other documents and legal matters in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in form and substance to the Agent and its counsel.

4.2           Post-Closing Matters .   The Borrowers shall execute and deliver the following documents and complete the following actions in each case within the time limits specified below:

(a)           Projections .  Within 30 days after the Amendment Effective Date (or such longer period of time as agreed to by the Agent in its sole discretion), the Agent shall have received a set of Projections of the Borrowers for the 3 year period following the Amendment Effective Date on a year by year basis and for the 1 year period following the Amendment Effective Date on a month by month basis in form and substance including as to scope and underlying assumptions satisfactory to the Agent.

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(b)           Mortgage Assignments and Amendments .  Within 30 days after the Amendment Effective Date (or such longer period of time as agreed to by the Agent in its sole discretion), with respect to the Real Property Collateral that is subject to a Mortgage pursuant to the Credit Agreement, the Collateral Agent shall have received the following, in each case, in form and substance reasonably acceptable to the Collateral Agent:

(i)            an amendment to each Mortgage to reflect the terms of this Amendment;

(ii)           date down endorsements (to the extent reasonably available in the applicable jurisdiction) to the Lenders’ title insurance policies delivered in connection with the Credit Agreement, together with copies of the title searches obtained in connection with delivering such endorsements; and

(iii)          such other documentation as reasonably requested by the Collateral Agent in connection with this clause (b), in each case, in form and substance reasonably satisfactory to the Collateral Agent.

ARTICLE V
MISCELLANEOUS

5.1           Amended Terms .   On and after the Amendment Effective Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment.  Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.

5.2           Representations and Warranties of the Loan Parties .   Each of the Loan Parties represents and warrants as follows:

(a)           It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(b)           This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(c)           No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by such Person of this Amendment.

(d)           After giving effect to this Amendment, the representations and warranties set forth in Article 4 of the Credit Agreement are true and correct as of the date hereof (except for those which expressly relate to an earlier date).

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(e)           After giving effect to this Amendment, no event has occurred and is continuing which constitutes a Default or an Event of Default.

(f)            The Loan Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Loan Documents and prior to all Liens other than Permitted Liens.

(g)           The Obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.

5.3           Reaffirmation of Obligations .   Each Loan Party hereby ratifies the Credit Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicable to it and (b) that it is responsible for the observance and full performance of its respective Obligations.

5.4           Loan Document .   This Amendment shall constitute a Loan Document under the terms of the Credit Agreement.

5.5           Expenses .   Each Borrower agrees to pay all reasonable costs and expenses of the Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of the Agent’s legal counsel.

5.6           Further Assurances .   The Loan Parties agree to promptly take such action, upon the request of the Agent, as is necessary to carry out the intent of this Amendment.

5.7           Entirety .   This Amendment and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral or written, if any, relating to the subject matter hereof.

5.8           Counterparts; Telecopy .   This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  Delivery of an executed counterpart to this Amendment by telecopy or other electronic means shall be effective as an original and shall constitute a representation that an original will be delivered.

5.9           No Actions, Claims, Etc .   As of the date hereof, each of the Loan Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Agent, the Lenders, or the Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the date hereof.

5.10         GOVERNING LAW .  THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

5.11         Successors and Assigns .   This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

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5.12         General Release .   In consideration of the Agent’s and the Required Lenders’ willingness to enter into this Amendment, each Loan Party hereby releases and forever discharges the Agent, the Lenders and the Agent’s, and the Lender’s respective predecessors, successors, assigns, officers, managers, members, partners, equityholders, directors, employees, agents, attorneys, representatives, and affiliates (hereinafter all of the above collectively referred to as the “ Bank Group ”), from any and all claims, counterclaims, demands, damages, debts, suits, liabilities, actions and causes of action of any nature whatsoever, including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or in equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, which any Loan Party may have or claim to have against any of the Bank Group in any way related to or connected with the Loan Documents and the transactions contemplated thereby.

5.13         Consent to Jurisdiction; Service of Process; Waiver of Jury Trial .   The jurisdiction, service of process and waiver of jury trial provisions set forth in Section 12 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis .

5.14         Authorization of Agent to Enter into Side Letter .   Each Lender hereby irrevocably authorizes the Agent to execute and deliver the Side Letter on such Lender’s behalf, and each Lender hereby agrees to be bound thereby.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF the parties hereto have caused this Amendment to be duly executed on the date first above written.

SIGNATURE PAGE TO

LIMITED WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO

LIMITED WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO

LIMITED WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENT

SIGNATURE PAGE TO

LIMITED WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENT

EXHIBIT A

[ABL AMENDMENT TO BE ATTACHED]

EXHIBIT B

[SIDE LETTER TO BE ATTACHED]

Exhibit 10.3

SECOND AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER

THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER (this “ Second Amendment and Limited Waiver ”), dated as of July 17, 2017, is entered into by and among INVENTURE FOODS, INC. , a Delaware corporation (the “ Parent Borrower ”), the Subsidiaries of the Parent Borrower identified on the signature pages hereof (such Subsidiaries, together with the Parent Borrower, are referred to hereinafter each individually as a “ Borrower ”, and individually and collectively, jointly and severally, as “ Borrowers ”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, each individually, a “ Lender ”, and collectively, the “ Lenders ”), and WELLS FARGO BANK, NATIONAL ASSOCIATION , a national banking association (“ Wells Fargo ”), as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, the “ Agent ”), and in light of the following:

W I T N E S S E T H

WHEREAS , Borrowers, Lenders, Agent, and Wells Fargo, as the sole book runner and as the sole arranger, are parties to that certain Credit Agreement, dated as of November 18, 2015 (as amended, restated, supplemented, or otherwise modified from time to time, the “ Credit Agreement ”);

WHEREAS , Borrowers have informed Agent that an Event of Default identified on Schedule A hereto has occurred and is continuing which constitutes an Event of Default under the Credit Agreement (the “ Designated Event of Default ”);

WHEREAS , the Borrowers, Lenders, and the Agent are parties to that certain Limited Waiver, dated as of March 30, 2017, whereby the Agent and the Lenders agreed to waive the Designated Event of Default until May 15, 2017 (the “ Original Deadline ”);

WHEREAS, the Borrowers, Lenders, and the Agent are parties to that certain First Amendment and Limited Waiver, dated as of May 15, 2017, whereby the Agent and the Lenders agreed to waive the Designated Event of Default until July 17, 2017 (the “ Audit Deadline ”)

WHEREAS , the Borrowers have requested that the Agent and the Required Lenders extend the Original Deadline until the date that is the earlier of (a) the occurrence and continuation of a Default or Event of Default other than the Designated Event of Default and (b) July 24, 2017 (the “ Extended Audit Deadline ”) and continue to provide a limited waiver of the Designated Event of Default;

WHEREAS , Agent and the Lenders are willing to extend the Audit Deadline to the Extended Audit Deadline provided that certain provisions of the Credit Agreement are amended, subject to the terms and conditions set forth herein; and

NOW, THEREFORE , in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.                                       Defined Terms .  All initially capitalized terms used herein (including the preamble and recitals hereof) without definition shall have the meanings ascribed thereto in the Credit Agreement (including Schedule 1.1 thereto).

2.                                       Amendments to Credit Agreement . Subject to the satisfaction (or waiver in writing by Agent) of the conditions precedent set forth in Section 5 hereof, the Credit Agreement shall be amended as follows:

(a)                                  Section 2.1(d)  of the Credit Agreement is hereby deleted in its entirety.

(b)                                  Section 2.10(c)  of the Credit Agreement is hereby amended by amending and restating such Section in its entirety as follows:

“(c)                             Field Examination and Other Fees .  Borrowers shall pay to Agent field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Borrower performed by personnel employed by Agent, and (ii) the fees or charges paid or incurred by Agent (but, in any event, no less than a charge of $1,000 per day, per Person, plus out-of-pocket expenses (including travel, meals, and lodging)) if it elects to employ the services of one or more third Persons to perform field examinations of any Borrower or its Subsidiaries, to establish electronic collateral reporting systems, to appraise the Collateral, or any portion thereof, or to assess any Borrower’s or its Subsidiaries’ business valuation; provided , that so long as no Event of Default shall have occurred and be continuing, Borrowers shall not be obligated to reimburse Agent for more than three (3) field examinations during any calendar year and more than one (1) appraisal of each type of Collateral during any calendar year.”

(c)                                   Section 2.10 of the Credit Agreement is hereby amended by adding the following new subclause (d) to the end of such Section:

“(d)                            Borrowers shall pay to Agent, for the account of Agent, as and when due and payable under the terms of the Second Amendment, the Second Amendment Fee as set forth in the Second Amendment or as otherwise set forth herein.”

(d)                                  Section 2.11(a)  of the Credit Agreement is hereby amended by amending and restating the first sentence in such Section in its entirety as follows:

“Subject to the terms and conditions of this Agreement, upon the request of Borrowers made in accordance herewith, and prior to the Second Amendment Effective Date, Issuing Bank agrees to issue a requested Letter of Credit for the account of Borrowers.  For the avoidance of doubt, from and after the Second Amendment Effective Date, the Issuing Bank shall not issue any Letter of Credit for the account of the Borrowers.”

(e)                                   Section 2.11(b)(i)  of the Credit Agreement is hereby amended by amending and restating such Section in its entirety as follows:

“(i)                                the Letter of Credit Usage would exceed $0, or”

(f)                                    Section 2.12(a)  of the Credit Agreement is hereby amended by amending and restating the first sentence in such Section in its entirety as follows:

“Borrowers may, at any time prior to the Second Amendment Effective Date, so long as Parent Borrower has not received a notice from Agent (which notice Agent may elect to give or not give in its discretion unless Agent is directed to give such notice by the Required Lenders, in which case, it shall give the notice to Parent Borrower), after the occurrence and during the continuance of an Event of Default, to terminate the right of Borrowers to exercise the LIBOR Option during the continuance of such Event of Default, elect to exercise the LIBOR Option by notifying Agent prior to 11:00 a.m. at least 1 Business Day prior to the commencement of the proposed Interest Period (the “ LIBOR Deadline ”).  From and after the Second Amendment Effective Date, the Borrowers may not elect the LIBOR Option.”

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(g)                                   Schedule C-1 of the Credit Agreement is hereby amended by replacing such Schedule in its entirety with Schedule C-1 attached hereto.

(h)                                  Schedule 1.1 of the Credit Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order:

“ Second Amendment ” means that certain Second Amendment to Credit Agreement and Limited Waiver, dated as of the Second Amendment Effective Date, by and among the Borrowers, Lenders, and Agent.

“ Second Amendment Effective Date ” means July 17, 2017.”

“ Second Amendment Fee ” has the meaning specified therefor in Section 2.10(d) .

(i)                                      Schedule 1.1 of the Credit Agreement is hereby amended by deleting the following definitions in their entirety: “Audit Deadline”, “Peak-Season”, “Peak-Season Borrowing Base”, “Off-Season”, and “Off-Season Borrowing Base”.

(j)                                     Schedule 1.1 of the Credit Agreement is hereby amended by amending and restating the below definitions in their entirety as follows:

““ Borrowing Base ” means the result of:

(a)                                  85% of the amount of Eligible Accounts, less the amount, if any, of the Dilution Reserve, plus

(b)                                  the lowest of

(i)                                      $25,000,000, and

(ii)                                   the lesser of (A) the product of 65% multiplied by the value (calculated at the lower of cost or market on a basis consistent with Borrowers’ historical accounting practices) of Eligible Finished Goods Inventory, Eligible Raw Material Inventory and Eligible By-Products Inventory, in each case, at such time, and (B) the product of 85% multiplied by the Net Recovery Percentage identified in the most recent appraisal of Inventory and Designated Goods ordered and obtained by Agent multiplied by the value (calculated at the lower of cost or market on a basis consistent with Borrowers’ historical accounting practices) of Eligible Finished Goods Inventory, Eligible Raw Material Inventory and Eligible By-Products Inventory (such determination may be made as to different categories of Eligible Finished Goods Inventory, Eligible Raw Material Inventory and Eligible By-Products Inventory) based upon the Net Recovery Percentage applicable to such categories) at such time, minus

(c)                                   the aggregate amount of reserves, if any, established by Agent under Section 2.1(c)  of the Agreement.

Notwithstanding anything to the contrary, the Borrowing Base component of Availability shall exclude Eligible By-Products Inventory in excess of $2,000,000.

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“ Maturity Date ” means November 17, 2020.

“ Maximum Revolver Amount ” means (a) prior to the Second Amendment Effective Date, $49,000,000, (b) for the period beginning on the Second Amendment Effective Date and continuing until  August 1, 2017, $40,000,000, and (c) at any time after August 1, 2017, $35,000,000; provided that all such amounts shall be decreased by the amount of reductions in the Commitments made in accordance with Section 2.4(c)  of the Agreement.”

(k)                                  Schedule 1.1 of the Credit Agreement is hereby amended by adding the following sentence immediately following the last sentence in the definition of “ Applicable Margin ”:

“Anything herein to the contrary notwithstanding, at all times from and after the Second Amendment Effective Date, the Applicable Margin shall be set at the margin specified in the row styled Level III above.”

(l)                                      Schedule 1.1 of the Credit Agreement is hereby amended by adding the following sentence immediately following the last sentence in the definition of “ Applicable Unused Line Fee Percentage ”:

“Anything herein to the contrary notwithstanding, at all times from and after the Second Amendment Effective Date, the Applicable Unused Line Fee Percentage shall set at the Applicable Unused Line Fee Percentage specified in the row styled Level II above.”

(m)                              Schedule 5.2 of the Credit Agreement is hereby amended by deleting such Schedule in its entirety and replacing it with Schedule 5.2 attached hereto.

3.                                       Waiver of Designated Event of Default .  Notwithstanding the provisions of the Credit Agreement to the contrary, subject to the satisfaction of the conditions precedent in Section 5 hereof, the Agent and the Lenders hereby agree to waive the Designated Event of Default until the Extended Audit Deadline.  On the date constituting the Extended Audit Deadline, the Designated Event of Default will be reinstated as if the waiver set forth above had never been provided and failure of the Parent Borrower to be in compliance on such date with the No Qualification Requirement (as defined on Schedule A ) shall constitute an immediate Event of Default.

4.                                       Effectiveness of Second Amendment and Limited Waiver .  This Second Amendment and Limited Waiver shall be effective only to the extent specially set forth herein and shall not (a) be construed as a waiver of any breach, Default or Event of Default other than as specifically waived herein nor as a waiver of any breach, Default or Event of Default of which the Agent and the Lenders have not been informed by the Borrowers, (b) affect the right of the Agent and the Lenders to demand compliance by the Borrowers with all terms and conditions of the Loan Documents, except as specifically modified or waived by this Second Amendment and Limited Waiver, (c) be deemed a waiver of any transaction or future action on the part of the Borrowers requiring the Agent’s or the Lenders’ consent or approval under the Loan Documents, or (d)  except as waived hereby, be deemed or construed to be a waiver or release of, or a limitation upon, the Agent’s or any Lenders’ exercise of any rights or remedies under the Credit Agreement or any other Loan Document, whether arising as a consequence of any Default or Event of Default (other than the Designated Event of Default) which may now exist or otherwise, all such rights and remedies hereby being expressly reserved.  Except as expressly provided herein, Agent and each Lender hereby reserves and preserves all of its rights and remedies against the Borrowers and any Guarantor under the Credit Agreement and the other Loan Documents, at law (including under the Code), in equity, or otherwise including, without limitation, the right to declare all Obligations immediately due and payable pursuant to Section 9.1 of the Credit Agreement.

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5.                                       Conditions Precedent to Second Amendment and Limited Waiver .  The satisfaction (or waiver in writing by Agent) of each of the following shall constitute conditions precedent to the effectiveness of the Second Amendment and Limited Waiver (such date being the “ Second Amendment Effective Date ”):

(a)                                  The Second Amendment Effective Date shall occur on or prior to July 17, 2017.

(b)                                  Agent shall have received this Second Amendment and Limited Waiver, duly executed by the parties hereto, and the same shall be in full force and effect.

(c)                                   Agent shall have received an amendment and limited waiver duly executed by each of the Loan Parties, the Required Lenders (as defined in the Term Loan Credit Agreement) and the Term Loan Agent in substantially the form attached as Exhibit A hereto (the “ Term Loan Amendment and Waiver ”).

(d)                                  The Term Loan Agent and the Lenders (as defined in the Term Loan Credit Agreement) shall have consented to the terms of this Second Amendment and Limited Waiver.

(e)                                   Borrowers shall pay concurrently with the closing of the transactions evidenced by this Second Amendment and Limited Waiver all fees, costs, expenses, and taxes then payable pursuant to the Credit Agreement and Section 8 hereof.

(f)                                    Agent shall have received, in immediately available funds, the portion of the Second Amendment Fee referred to in Section 9 hereof due and payable on the Second Amendment Effective Date.

(g)                                   Borrowers shall not have paid, nor shall they have agreed to pay, to Term Loan Agent or any Lender (as defined in the Term Loan Credit Agreement) any fees or expenses in connection with Term Loan Amendment and Waiver, other than reasonable, out-of-pocket fees of legal counsel to Term Loan Agent.

(h)                                  All other documents and legal matters in connection with the transactions contemplated by this Amendment and Limited Waver shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent.

6.                                       Conditions Subsequent .

(a)                                  Borrowers shall cooperate with Agent to provide Agent with updated reporting relative to Food Product Payables and other priority payables on or prior to July 24, 2017, including detail with respect to each payable sufficient, in Agent’s discretion, to enable Agent to evaluate the risk of state and federal priming liens or trusts associated with such payables.

(b)                                  Borrowers shall pay each portion of the Second Amendment Fee on the date due and payable pursuant to the terms of Section 9 hereof.

The failure to comply with the covenants set forth in this Section 6 on or before the dates specified herein shall constitute an immediate Event of Default.

7.                                       Representations and Warranties . Each Borrower hereby represents and warrants to Agent and each other member of the Lender Group as follows:

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(a)                                  It (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into this Second Amendment and Limited Waiver and the other Loan Documents to which it is a party and to carry out the transactions contemplated hereby and thereby.

(b)                                  The execution, delivery, and performance by it of this Second Amendment and Limited Waiver and the performance by it of the Loan Documents to which it is or will be a party (i) have been duly authorized by all necessary action, (ii) do not and will not (A) violate the Governing Documents of any Loan Party or its Subsidiaries, (B) violate any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Subsidiaries or violate any provision of federal, state, or local law or regulation applicable to any Loan Party or its Subsidiaries, which violation could individually or in the aggregate reasonably be expected to result in a Material Adverse Effect, (C) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement of any Loan Party or its Subsidiaries where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (D) result in or require the creation or imposition of any Lien or any nature whatsoever upon nay assets of any Loan Party, other than Permitted Liens, or require any approval of any holder of Equity Interests of a Loan Party or any approval or consent of any Person under any material agreement of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect.

(c)                                   The execution, delivery, and performance of this Second Amendment and Limited Waiver does not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than (a) filings and recordings with respect to the Collateral to be made, or otherwise delivered to Agent for filing or recordation, as of the date hereof and (b) registrations, consents, approvals, notices, or other actions (i) that have been obtained and that are still in force and effect or (ii) the failure of which to be obtained or made could not reasonably be expected to have a Material Adverse Effect.

(d)                                  This Second Amendment and Limited Waiver is, and each other Loan Document to which it is or will be a party, when executed and delivered by each Person that is a party thereto, will be the legally valid and binding obligation of such Person, enforceable against such Person in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally.

(e)                                   No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein has been issued and remains in force by any Governmental Authority against any Borrower, Agent, any member of the Lender Group, or any Bank Product Provider.

(f)                                    No Default or Event of Default has occurred and is continuing as of the date of the effectiveness of this Second Amendment and Limited Waiver, and no condition exists which constitutes a Default or an Event of Default.

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(g)                                   The representations and warranties set forth in this Second Amendment and Limited Waiver, the Credit Agreement, and the other Loan Documents to which it is a party are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall continue to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date).

(h)                                  This Second Amendment and Limited Waiver has been entered into without force or duress, of the free will of each Borrower, and the decision of each Borrower to enter into this Second Amendment and Limited Waiver is a fully informed decision and such Person is aware of all legal and other ramifications of each decision.

(i)                                      It has read and understands this Second Amendment and Limited Waiver, has consulted with and been represented by independent legal counsel of its own choosing in negotiations for and the preparation of this Second Amendment and Limited Waiver, has read this Second Amendment and Limited Waiver in full and final form, and has been advised by its counsel of its rights and obligations hereunder.

(j)                                     As of the Second Amendment Effective Date, no Loan Party has paid to Term Loan Agent or any Lender (as defined under the Term Loan Credit Agreement), or agreed to pay, any fees and expenses in connection with the Term Loan Amendment and Waiver (or any incremental term loans in connection with the Term Loan Credit Agreement) other than the reasonable, out-of-pocket fees and expenses of legal counsel to Term Loan Agent.

8.                                       Payment of Costs and Fees .  Borrowers shall pay to Agent and each Lender all Lender Group Expenses (including, without limitation, the reasonable fees and expenses of any attorneys retained by Agent or any Lender) in connection with the preparation, negotiation, execution and delivery of this Second Amendment and Limited Waiver and any documents and instruments relating hereto.

9.                                       Second Amendment Fee .  Borrowers shall pay to Agent an amendment fee in the amount of $105,000 (“ Second Amendment Fee ”) in immediately available funds, which Second Amendment Fee is fully earned as of the Second Amendment Effective Date and shall be retained by Agent (solely for its account and for the account of its Affiliates that are Lenders, but not for the account of any other Lender) which Second Amendment Fee shall be due and payable as follows: (i) a portion of the Second Amendment Fee in the amount of $50,000 shall be due and payable on the Second Amendment Effective Date, (ii) a portion of the Second Amendment Fee in the amount of $15,000 shall be due and payable on July 31, 2017 if the Obligations are not paid in full on or prior to such date, (iii) a portion of the Second Amendment Fee in the amount of $15,000 shall be due and payable on August 15, 2017 if the Obligations are not paid in full on or prior to such date, and (iv) a portion of the Second Amendment Fee in the amount of $25,000 shall be due and payable on August 31, 2017 if the Obligations are not paid in full on or prior to such date.  For the avoidance of doubt, the Second Amendment Fee shall be reduced by: (i) $55,000 if the Obligations are paid in full on or prior to July 31, 2017, (ii) $40,000 if the Obligations are paid in full after July 31, 2017, but on or prior to August 15, 2017, and (iii) $25,000 if the Obligations are paid in full after August 15, 2017 but on or prior to August 31, 2017.

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10.                                Release .

(a)                                  Effective on the date hereof, each Borrower, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby waives, releases, remises and forever discharges Agent and each Lender, each of their respective Affiliates, and each of their respective successors in title, past, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and other professionals and all other persons and entities to whom any member of the Lenders would be liable if such persons or entities were found to be liable to such Borrower (each a “ Releasee ” and collectively, the “ Releasees ”), from any and all past, present and future claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, obligations, liabilities, causes of action, damages, losses, costs and expenses of any kind or character,  whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each a “ Claim ” and collectively, the “ Claims ”), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforeseen, past or present, liquidated or unliquidated, suspected or unsuspected, which such Borrower ever had from the beginning of the world, now has, or might hereafter have against any such Releasee which relates, directly or indirectly to the Credit Agreement, any other Loan Document, or to any acts or omissions of any such Releasee with respect to the Credit Agreement or any other Loan Document, or to the lender-borrower relationship evidenced by the Loan Documents, except for the duties and obligations set forth in this Second Amendment and Limited Waiver.  As to each and every Claim released hereunder, each Borrower hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

As to each and every Claim released hereunder, each Borrower also waives the benefit of each other similar provision of applicable federal or state law (including without limitation the laws of the state of California), if any, pertaining to general releases after having been advised by its legal counsel with respect thereto.

Each Borrower acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such Claims and agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts.  Each Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

(b)                                  Each Borrower, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee above that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by such Person pursuant to the above release.  Each Borrower further agrees that it shall not dispute the validity or enforceability of the Credit Agreement or any of the other Loan Documents or any of its obligations thereunder, or the validity, priority, enforceability or the extent of Agent’s Lien on any item of Collateral under the Credit Agreement or the other Loan Documents.  If any Borrower, or any of their respective successors, assigns, or officers, directors, employees, agents or attorneys, or any Person acting for or on behalf of, or claiming through it violate the foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by such Releasee as a result of such violation.

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11.                                CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE PROVISION .  THIS SECOND AMENDMENT AND LIMITED WAIVER SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER AND JUDICIAL REFERENCE PROVISION SET FORTH IN SECTION 12 OF THE CREDIT AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .

12.                                Amendments .   This Second Amendment and Limited Waiver cannot be altered, amended, changed or modified in any respect except in accordance with Section 14.1 of the Credit Agreement.

13.                                Counterpart Execution .  This Second Amendment and Limited Waiver may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Second Amendment and Limited Waiver.  Delivery of an executed counterpart of this Second Amendment and Limited Waiver by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Second Amendment and Limited Waiver.  Any party delivering an executed counterpart of this Second Amendment and Limited Waiver by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Second Amendment and Limited Waiver, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Second Amendment and Limited Waiver.

14.                                Effect on Loan Documents .

(a)                                  The Credit Agreement and each of the other Loan Documents shall be and remain in full force and effect in accordance with their respective terms and hereby are ratified and confirmed in all respects.  The execution, delivery, and performance of this Second Amendment and Limited Waiver shall not operate, except as expressly set forth herein, as a modification or waiver of any right, power, or remedy of Agent or any Lender under the Credit Agreement or any other Loan Document.  The Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect.  The waivers, consents and modifications set forth herein are limited to the specifics hereof (including facts or occurrences on which the same are based), shall not apply with respect to any facts or occurrences other than those on which the same are based, shall neither excuse any future non-compliance with the Loan Documents nor operate as a waiver of any Default or Event of Default (other than the Designated Event of Default), shall not operate as a consent to any further waiver, consent or amendment or other matter under the Loan Documents, and shall not be construed as an indication that any future waiver or amendment of covenants or any other provision of the Credit Agreement will be agreed to, it being understood that the granting or denying of any waiver or amendment which may hereafter be requested by Borrowers remains in the sole and absolute discretion of Agent and Lenders.  To the extent that any terms or provisions of this Second Amendment and Limited Waiver conflict with those of the Credit Agreement or the other Loan Documents, the terms and provisions of this Second Amendment and Limited Waiver shall control.

(b)                                  Upon and after the effectiveness of this Second Amendment and Limited Waiver, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “herein”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “therein”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and amended hereby.

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(c)                                   To the extent that any of the terms and conditions in any of the Loan Documents shall contradict or be in conflict with any of the terms or conditions of the Credit Agreement, after giving effect to this Second Amendment and Limited Waiver, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Credit Agreement as modified or amended hereby.

(d)                                  This Second Amendment and Limited Waiver is a Loan Document.

(e)                                   Unless the context of this Second Amendment and Limited Waiver clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”.  The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Second Amendment and Limited Waiver refer to this Second Amendment and Limited Waiver as a whole and not to any particular provision of this Second Amendment and Limited Waiver.  Section, subsection, clause, schedule, and exhibit references herein are to this Second Amendment and Limited Waiver unless otherwise specified.  Any reference in this Second Amendment and Limited Waiver to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein).  The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties.  Any reference herein to the satisfaction, repayment, or payment in full of the Obligations shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Loans, together with the payment of any premium applicable to the repayment of the Loans, (ii) all Lender Group Expenses that have accrued and are unpaid regardless of whether demand has been made therefor, (iii) all fees or charges that have accrued hereunder, under the Credit Agreement, or under any other Loan Document (including the Letter of Credit Fee and the Unused Line Fee) and are unpaid, (b) in the case of contingent reimbursement obligations with respect to Letters of Credit, providing Letter of Credit Collateralization, (c) in the case of obligations with respect to Bank Products (other than Hedge Obligations), providing Bank Product Collateralization, (d) the receipt by Agent of cash collateral in order to secure any other contingent Obligations for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to Agent or a Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including attorneys’ fees and legal expenses), such cash collateral to be in such amount as Agent reasonably determines is appropriate to secure such contingent Obligations, the payment or repayment in full in immediately available funds of all other outstanding Obligations (including the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of the other Obligations) under Hedge Agreements provided by Hedge Providers) other than (i) unasserted contingent indemnification Obligations, (ii) any Bank Product Obligations (other than Hedge Obligations) that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding without being required to be repaid or cash collateralized, and (iii) any Hedge Obligations that, at such time, are allowed by the applicable Hedge Provider to remain outstanding without being required to be repaid, and (f) the termination of all of the Commitments of the Lenders.  Any reference herein to any Person shall be construed to include such Person’s successors and assigns.  Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.

15.                                Entire Agreement .  This Second Amendment and Limited Waiver, and the terms and provisions hereof, the Credit Agreement and the other Loan Documents constitute the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede any and all prior or contemporaneous amendments or understandings with respect to the subject matter hereof, whether express or implied, oral or written.

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16.                                Integration .  This Second Amendment and Limited Waiver, together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

17.                                Reaffirmation of Obligations .  Each Borrower hereby (a) acknowledges and reaffirms its obligations owing to Agent, each member of the Lender Group, and the Bank Product Providers under each Loan Document to which it is a party, and (b) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect.  Each Borrower hereby (i) further ratifies and reaffirms the validity and enforceability of all of the Liens and security interests heretofore granted, pursuant to and in connection with the Guaranty and Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of each member of the Lender Group and each Bank Product Provider, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and (ii) acknowledges that all of such Liens and security interests, and all Collateral heretofore pledged as security for such obligations, continue to be and remain collateral for such obligations from and after the date hereof (including, without limitation, from after giving effect to this Second Amendment and Limited Waiver).

18.                                Ratification .  Each Borrower hereby restates, ratifies and reaffirms each and every term and condition set forth in the Credit Agreement and the Loan Documents effective as of the date hereof and as modified hereby.

19.                                Severability .  In case any provision in this Second Amendment and Limited Waiver shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Second Amendment and Limited Waiver and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties have entered into this Second Amendment and Limited Waiver as of the date first above written.

[SIGNATURE PAGE TO SECOND AMENDMENT AND LIMITED WAIVER]

[SIGNATURE PAGE TO SECOND AMENDMENT AND LIMITED WAIVER]

[SIGNATURE PAGE TO SECOND AMENDMENT AND LIMITED WAIVER]

SCHEDULE A

DESIGNATED EVENT OF DEFAULT

Default under Section 8.2 — Parent Borrower has informed the Agent and the Lenders that (i) the audited financial statements of Parent Borrower and its Subsidiaries for the fiscal year ended December 31, 2016 will be certified by the Parent Borrower’s auditor with a “going concern” qualification as a result of a prospective financial covenant default under the Term Loan Credit Agreement and (ii) the Parent Borrower and the other Loan Parties will not be able to comply with the no “going concern” covenant contained in Schedule 5.1(j)  of Section 5.1 (the “ No Qualification Requirement ”) of the Credit Agreement for the fiscal year ended December 31, 2016 solely because of the certification delivered by Parent Borrower’s auditor with respect to Parent Borrower’s financial statements for the fiscal year ended December 31, 2016 containing a “going concern” qualification solely as a result of a prospective financial covenant default under the Term Loan Credit Agreement.

Commitments From and After the Second Amendment Effective Date through August 1, 2017

(1)  All numerical general ledger account references are to the Loan Parties’ general ledger account number(s) as reflected in the Loan Parties’ general ledger trial balance.  To the extent from and after the date of the Agreement, there is a change in the general ledger account number, reporting shall be deemed for such changed/substituted account number for the same category of account as reflected in this Schedule 5.2.

EXHIBIT A

TERM LOAN AGENT’S AMENDMENT AND LIMITED WAIVER

Exhibit 10.4

THIRD AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER

THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND LIMITED WAIVER (this “ Third Amendment and Limited Waiver ”), dated as of July 21, 2017, is entered into by and among INVENTURE FOODS, INC. , a Delaware corporation (the “ Parent Borrower ”), the Subsidiaries of the Parent Borrower identified on the signature pages hereof (such Subsidiaries, together with the Parent Borrower, are referred to hereinafter each individually as a “ Borrower ”, and individually and collectively, jointly and severally, as “ Borrowers ”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, each individually, a “ Lender ”, and collectively, the “ Lenders ”), and WELLS FARGO BANK, NATIONAL ASSOCIATION , a national banking association (“ Wells Fargo ”), as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, the “ Agent ”), and in light of the following:

W I T N E S S E T H

WHEREAS , Borrowers, Lenders, Agent, and Wells Fargo, as the sole book runner and as the sole arranger, are parties to that certain Credit Agreement, dated as of November 18, 2015 (as amended, restated, supplemented, or otherwise modified from time to time, the “ Credit Agreement ”);

WHEREAS , Borrowers have informed Agent that an Event of Default identified on Schedule A hereto has occurred and is continuing which constitutes an Event of Default under the Credit Agreement (the “ Designated Event of Default ”);

WHEREAS , the Borrowers, Lenders, and the Agent are parties to that certain Limited Waiver, dated as of March 30, 2017, whereby the Agent and the Lenders agreed to waive the Designated Event of Default until May 15, 2017 (the “ Original Deadline ”);

WHEREAS , the Borrowers, Lenders, and the Agent are parties to that certain First Amendment and Limited Waiver, dated as of May 15, 2017, whereby the Agent and the Lenders agreed to waive the Designated Event of Default until July 17, 2017 (the “ Audit Deadline ”);

WHEREAS , the Borrowers, Lenders, and the Agent are parties to that certain Second Amendment and Limited Waiver, dated as of July 17, 2017, whereby the Agent and the Lenders agreed to waive the Designated Event of Default until July 24, 2017 (the “ Extended Audit Deadline ”);

WHEREAS , the Borrowers have requested that the Agent and the Required Lenders extend the Original Deadline until the date that is the earlier of (a) the occurrence and continuation of a Default or Event of Default other than the Designated Event of Default and (b) August 31, 2017 (the “ New Extended Audit Deadline ”) and continue to provide a limited waiver of the Designated Event of Default;

WHEREAS , Agent and the Lenders are willing to extend the Extended Audit Deadline to the New Extended Audit Deadline provided that certain provisions of the Credit Agreement are amended, subject to the terms and conditions set forth herein; and

NOW, THEREFORE , in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.                                       Defined Terms .  All initially capitalized terms used herein (including the preamble and recitals hereof) without definition shall have the meanings ascribed thereto in the Credit Agreement (including Schedule 1.1 thereto).

2.                                       Amendments to Credit Agreement . Subject to the satisfaction (or waiver in writing by Agent) of the conditions precedent set forth in Section 5 hereof, the Credit Agreement shall be amended as follows:

(a)                                  Schedule 1.1 of the Credit Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order:

““ Third Amendment ” means that certain Third Amendment to Credit Agreement and Limited Waiver, dated as of the Third Amendment Effective Date, by and among the Borrowers, Lenders, and Agent.

“ Third Amendment Effective Date ” means July 21, 2017.”

(b)                                  Schedule 1.1 of the Credit Agreement is hereby amended by amending and restating the below definitions in their entirety as follows:

““ Available Revolver Increase Amount ” means $0.

“ Financial Covenant Triggering Period ” means the period commencing from the date (a) an Event of Default has occurred and is continuing, or (b) Excess Availability is less than the greater of (i) 12.5% of the Maximum Revolver Amount and (ii) $6,125,000, to the date (x) if such Financial Covenant Triggering Period was triggered by clause (a) above, the date that all Events of Default have been cured or waived, and (y) if such Financial Covenant Triggering Period was triggered by clause (b) above, such time as Excess Availability has at all times been greater than the greater of (i) 12.5% of the Maximum Revolver Amount and (ii) $6,125,000 for thirty (30) consecutive days.

“ Permitted Purchase Money Indebtedness ” means, as of any date of determination, Indebtedness (other than the Obligations, but including Capitalized Lease Obligations), incurred after the Closing Date and at the time of, or within 120 days after, the acquisition of any fixed assets for the purpose of financing all or any part of the acquisition cost thereof, in an aggregate principal amount outstanding at any one time not in excess of $3,000,000.”

(c)                                   Schedule 1.1 of the Credit Agreement is hereby amended by deleting clause (g) of the definition of “ Permitted Indebtedness ” and replacing it with the following:

“(g)  [Reserved].”

3.                                       Waiver of Designated Event of Default .  Notwithstanding the provisions of the Credit Agreement to the contrary, subject to the satisfaction of the conditions precedent in Section 5 hereof, the Agent and the Lenders hereby agree to waive the Designated Event of Default until the New Extended Audit Deadline.  On the date constituting the New Extended Audit Deadline, the Designated Event of Default will be reinstated as if the waiver set forth above had never been provided and failure of the Parent Borrower to be in compliance on such date with the No Qualification Requirement (as defined on Schedule A ) shall constitute an immediate Event of Default.

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4.                                       Effectiveness of Third Amendment and Limited Waiver .  This Third Amendment and Limited Waiver shall be effective only to the extent specially set forth herein and shall not (a) be construed as a waiver of any breach, Default or Event of Default other than as specifically waived herein nor as a waiver of any breach, Default or Event of Default of which the Agent and the Lenders have not been informed by the Borrowers, (b) affect the right of the Agent and the Lenders to demand compliance by the Borrowers with all terms and conditions of the Loan Documents, except as specifically modified or waived by this Third Amendment and Limited Waiver, (c) be deemed a waiver of any transaction or future action on the part of the Borrowers requiring the Agent’s or the Lenders’ consent or approval under the Loan Documents, or (d) except as waived hereby, be deemed or construed to be a waiver or release of, or a limitation upon, the Agent’s or any Lenders’ exercise of any rights or remedies under the Credit Agreement or any other Loan Document, whether arising as a consequence of any Default or Event of Default (other than the Designated Event of Default) which may now exist or otherwise, all such rights and remedies hereby being expressly reserved.  Except as expressly provided herein, Agent and each Lender hereby reserves and preserves all of its rights and remedies against the Borrowers and any Guarantor under the Credit Agreement and the other Loan Documents, at law (including under the Code), in equity, or otherwise including, without limitation, the right to declare all Obligations immediately due and payable pursuant to Section 9.1 of the Credit Agreement.

5.                                       Conditions Precedent to Third Amendment and Limited Waiver .  The satisfaction (or waiver in writing by Agent) of each of the following shall constitute conditions precedent to the effectiveness of the Third Amendment and Limited Waiver (such date being the “ Third Amendment Effective Date ”):

(a)                                  The Third Amendment Effective Date shall occur on or prior to July 21, 2017.

(b)                                  Agent shall have received this Third Amendment and Limited Waiver, duly executed by the parties hereto, and the same shall be in full force and effect.

(c)                                   Agent shall have received an amendment and limited waiver duly executed by each of the Loan Parties, the Required Lenders (as defined in the Term Loan Credit Agreement) and the Term Loan Agent in substantially the form attached as Exhibit A hereto (the “ Term Loan Amendment and Waiver ”).

(d)                                  The Term Loan Agent and the Lenders (as defined in the Term Loan Credit Agreement) shall have consented to the terms of this Third Amendment and Limited Waiver.

(e)                                   Each Lender (as defined in the Term Loan Credit Agreement) shall have authorized the Term Loan Agent to execute and deliver a side letter on its behalf, in substantially the form attached as Exhibit B hereto (the “ Side Letter ”), and shall have agreed to be bound thereby.

(f)                                    Agent shall have received the Side Letter duly executed by the parties thereto, and the same shall be in full force and effect.

(g)                                   Borrowers shall pay concurrently with the closing of the transactions evidenced by this Third Amendment and Limited Waiver all fees, costs, expenses, and taxes then payable pursuant to the Credit Agreement and Section 8 hereof.

(h)                                  Borrowers shall not have paid, nor shall they have agreed to pay, to Term Loan Agent or any Lender (as defined in the Term Loan Credit Agreement) any fees or expenses in connection with Term Loan Amendment and Waiver, other than reasonable, out-of-pocket fees of legal counsel to Term Loan Agent.

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(i)                                      All other documents and legal matters in connection with the transactions contemplated by this Third Amendment and Limited Waiver shall have been delivered, executed, or recorded and shall be in form and substance reasonably satisfactory to Agent.

6.                                       Condition Subsequent .

(a)                                  Within 30 days after the Third Amendment Effective Date (or such longer period of time as agreed to by the Agent in its sole discretion), the Agent shall have received a set of Projections of the Borrowers for the 3 year period following the Third Amendment Effective Date on a year by year basis and for the 1 year period following the Third Amendment Effective Date on a month by month basis in form and substance including as to scope and underlying assumptions satisfactory to the Agent.

The failure to comply with the covenants set forth in this Section 6 on or before the dates specified herein shall constitute an immediate Event of Default.

7.                                       Representations and Warranties . Each Borrower hereby represents and warrants to Agent and each other member of the Lender Group as follows:

(a)                                  It (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into this Third Amendment and Limited Waiver and the other Loan Documents to which it is a party and to carry out the transactions contemplated hereby and thereby.

(b)                                  The execution, delivery, and performance by it of this Third Amendment and Limited Waiver and the performance by it of the Loan Documents to which it is or will be a party (i) have been duly authorized by all necessary action, (ii) do not and will not (A) violate the Governing Documents of any Loan Party or its Subsidiaries, (B) violate any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Subsidiaries or violate any provision of federal, state, or local law or regulation applicable to any Loan Party or its Subsidiaries, which violation could individually or in the aggregate reasonably be expected to result in a Material Adverse Effect, (C) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material agreement of any Loan Party or its Subsidiaries where any such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (D) result in or require the creation or imposition of any Lien or any nature whatsoever upon nay assets of any Loan Party, other than Permitted Liens, or require any approval of any holder of Equity Interests of a Loan Party or any approval or consent of any Person under any material agreement of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect.

(c)                                   The execution, delivery, and performance of this Third Amendment and Limited Waiver does not and will not require any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than (a) filings and recordings with respect to the Collateral to be made, or otherwise delivered to Agent for filing or recordation, as of the date hereof and (b) registrations, consents, approvals, notices, or other actions (i) that have been obtained and that are still in force and effect or (ii) the failure of which to be obtained or made could not reasonably be expected to have a Material Adverse Effect.

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(d)                                  This Third Amendment and Limited Waiver is, and each other Loan Document to which it is or will be a party, when executed and delivered by each Person that is a party thereto, will be the legally valid and binding obligation of such Person, enforceable against such Person in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally.

(e)                                   No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein has been issued and remains in force by any Governmental Authority against any Borrower, Agent, any member of the Lender Group, or any Bank Product Provider.

(f)                                    No Default or Event of Default has occurred and is continuing as of the date of the effectiveness of this Third Amendment and Limited Waiver, and no condition exists which constitutes a Default or an Event of Default.

(g)                                   The representations and warranties set forth in this Third Amendment and Limited Waiver, the Credit Agreement, and the other Loan Documents to which it is a party are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall continue to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date).

(h)                                  This Third Amendment and Limited Waiver has been entered into without force or duress, of the free will of each Borrower, and the decision of each Borrower to enter into this Third Amendment and Limited Waiver is a fully informed decision and such Person is aware of all legal and other ramifications of each decision.

(i)                                      It has read and understands this Third Amendment and Limited Waiver, has consulted with and been represented by independent legal counsel of its own choosing in negotiations for and the preparation of this Third Amendment and Limited Waiver, has read this Third Amendment and Limited Waiver in full and final form, and has been advised by its counsel of its rights and obligations hereunder.

(j)                                     As of the Third Amendment Effective Date, no Loan Party has paid to Term Loan Agent or any Lender (as defined under the Term Loan Credit Agreement), or agreed to pay, any fees and expenses in connection with the Term Loan Amendment and Waiver (or any incremental term loans in connection with the Term Loan Credit Agreement) other than the reasonable, out-of-pocket fees and expenses of legal counsel to Term Loan Agent.

8.                                       Payment of Costs and Fees .  Borrowers shall pay to Agent and each Lender all Lender Group Expenses (including, without limitation, the reasonable fees and expenses of any attorneys retained by Agent or any Lender) in connection with the preparation, negotiation, execution and delivery of this Third Amendment and Limited Waiver and any documents and instruments relating hereto.

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9.                                       Authorization of Agent to Enter into Side Letter .  Each Lender hereby irrevocably authorizes Agent to execute and deliver the Side Letter on such Lender’s behalf, and each Lender hereby agrees to be bound thereby.

10.                                Release .

(a)                                  Effective on the date hereof, each Borrower, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby waives, releases, remises and forever discharges Agent and each Lender, each of their respective Affiliates, and each of their respective successors in title, past, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries, shareholders, trustees, agents and other professionals and all other persons and entities to whom any member of the Lenders would be liable if such persons or entities were found to be liable to such Borrower (each a “ Releasee ” and collectively, the “ Releasees ”), from any and all past, present and future claims, suits, liens, lawsuits, adverse consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, obligations, liabilities, causes of action, damages, losses, costs and expenses of any kind or character,  whether based in equity, law, contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law (each a “ Claim ” and collectively, the “ Claims ”), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, matured or unmatured, foreseen or unforeseen, past or present, liquidated or unliquidated, suspected or unsuspected, which such Borrower ever had from the beginning of the world, now has, or might hereafter have against any such Releasee which relates, directly or indirectly to the Credit Agreement, any other Loan Document, or to any acts or omissions of any such Releasee with respect to the Credit Agreement or any other Loan Document, or to the lender-borrower relationship evidenced by the Loan Documents, except for the duties and obligations set forth in this Third Amendment and Limited Waiver.  As to each and every Claim released hereunder, each Borrower hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and having been so advised, specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

As to each and every Claim released hereunder, each Borrower also waives the benefit of each other similar provision of applicable federal or state law (including without limitation the laws of the state of California), if any, pertaining to general releases after having been advised by its legal counsel with respect thereto.

Each Borrower acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such Claims and agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts.  Each Borrower understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

(b)                                  Each Borrower, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each

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Releasee above that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by such Person pursuant to the above release.  Each Borrower further agrees that it shall not dispute the validity or enforceability of the Credit Agreement or any of the other Loan Documents or any of its obligations thereunder, or the validity, priority, enforceability or the extent of Agent’s Lien on any item of Collateral under the Credit Agreement or the other Loan Documents.  If any Borrower, or any of their respective successors, assigns, or officers, directors, employees, agents or attorneys, or any Person acting for or on behalf of, or claiming through it violate the foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by such Releasee as a result of such violation.

11.                                CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE PROVISION .  THIS THIRD AMENDMENT AND LIMITED WAIVER SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER AND JUDICIAL REFERENCE PROVISION SET FORTH IN SECTION 12 OF THE CREDIT AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .

12.                                Amendments .  This Third Amendment and Limited Waiver cannot be altered, amended, changed or modified in any respect except in accordance with Section 14.1 of the Credit Agreement.

13.                                Counterpart Execution .  This Third Amendment and Limited Waiver may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Third Amendment and Limited Waiver.  Delivery of an executed counterpart of this Third Amendment and Limited Waiver by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Third Amendment and Limited Waiver.  Any party delivering an executed counterpart of this Third Amendment and Limited Waiver by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Third Amendment and Limited Waiver, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Third Amendment and Limited Waiver.

14.                                Effect on Loan Documents .

(a)                                  The Credit Agreement and each of the other Loan Documents shall be and remain in full force and effect in accordance with their respective terms and hereby are ratified and confirmed in all respects.  The execution, delivery, and performance of this Third Amendment and Limited Waiver shall not operate, except as expressly set forth herein, as a modification or waiver of any right, power, or remedy of Agent or any Lender under the Credit Agreement or any other Loan Document.  The Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect.  The waivers, consents and modifications set forth herein are limited to the specifics hereof (including facts or occurrences on which the same are based), shall not apply with respect to any facts or occurrences other than those on which the same are based, shall neither excuse any future non-compliance with the Loan Documents nor operate as a waiver of any Default or Event of Default (other than the Designated Event of Default), shall not operate as a consent to any further waiver, consent or amendment or other matter under the Loan Documents, and shall not be construed as an indication that any future waiver or amendment of covenants or any other provision of the Credit Agreement will be agreed to, it being understood that the granting or denying of any waiver or amendment which may hereafter be requested by Borrowers remains in the sole and absolute discretion of Agent and Lenders.  To the extent that any terms or provisions of this Third Amendment and Limited Waiver conflict with those of the Credit Agreement or the other Loan Documents, the terms and provisions of this Third Amendment and Limited Waiver shall control.

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(b)                                  Upon and after the effectiveness of this Third Amendment and Limited Waiver, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “herein”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “therein”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and amended hereby.

(c)                                   To the extent that any of the terms and conditions in any of the Loan Documents shall contradict or be in conflict with any of the terms or conditions of the Credit Agreement, after giving effect to this Third Amendment and Limited Waiver, such terms and conditions are hereby deemed modified or amended accordingly to reflect the terms and conditions of the Credit Agreement as modified or amended hereby.

(d)                                  This Third Amendment and Limited Waiver is a Loan Document.

(e)                                   Unless the context of this Third Amendment and Limited Waiver clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”.  The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Third Amendment and Limited Waiver refer to this Third Amendment and Limited Waiver as a whole and not to any particular provision of this Third Amendment and Limited Waiver.  Section, subsection, clause, schedule, and exhibit references herein are to this Third Amendment and Limited Waiver unless otherwise specified.  Any reference in this Third Amendment and Limited Waiver to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein).  The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties.  Any reference herein to the satisfaction, repayment, or payment in full of the Obligations shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Loans, together with the payment of any premium applicable to the repayment of the Loans, (ii) all Lender Group Expenses that have accrued and are unpaid regardless of whether demand has been made therefor, (iii) all fees or charges that have accrued hereunder, under the Credit Agreement, or under any other Loan Document (including the Letter of Credit Fee and the Unused Line Fee) and are unpaid, (b) in the case of contingent reimbursement obligations with respect to Letters of Credit, providing Letter of Credit Collateralization, (c) in the case of obligations with respect to Bank Products (other than Hedge Obligations), providing Bank Product Collateralization, (d) the receipt by Agent of cash collateral in order to secure any other contingent Obligations for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to Agent or a Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including attorneys’ fees and legal expenses), such cash collateral to be in such amount as Agent reasonably determines is appropriate to secure such contingent Obligations, the payment or repayment in full in immediately available funds of all other outstanding Obligations (including the payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of the other Obligations) under Hedge Agreements provided by Hedge Providers) other than (i) unasserted contingent indemnification Obligations, (ii) any Bank Product Obligations (other than Hedge Obligations) that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding without being required to be repaid or cash collateralized, and (iii) any Hedge Obligations that, at such time, are allowed by the applicable Hedge Provider to remain outstanding without being required to be repaid, and (f) the termination of all of the Commitments of the Lenders.  Any reference herein to any Person shall be construed to include such Person’s successors and assigns.  Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.

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15.                                Entire Agreement .  This Third Amendment and Limited Waiver, and the terms and provisions hereof, the Credit Agreement and the other Loan Documents constitute the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede any and all prior or contemporaneous amendments or understandings with respect to the subject matter hereof, whether express or implied, oral or written.

16.                                Integration .  This Third Amendment and Limited Waiver, together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

17.                                Reaffirmation of Obligations .  Each Borrower hereby (a) acknowledges and reaffirms its obligations owing to Agent, each member of the Lender Group, and the Bank Product Providers under each Loan Document to which it is a party, and (b) agrees that each of the Loan Documents to which it is a party is and shall remain in full force and effect.  Each Borrower hereby acknowledges and reaffirms its obligations under Section 6 of the Second Amendment (i) to cooperate with Agent to provide Agent with updated reporting relative to Food Product Payables and other priority payables on or prior to July 24, 2017, and (ii) to pay each portion of the Second Amendment Fee on the date due and payable pursuant to the terms of Section 9 of the Second Amendment.  Each Borrower hereby (i) further ratifies and reaffirms the validity and enforceability of all of the Liens and security interests heretofore granted, pursuant to and in connection with the Guaranty and Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of each member of the Lender Group and each Bank Product Provider, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, and (ii) acknowledges that all of such Liens and security interests, and all Collateral heretofore pledged as security for such obligations, continue to be and remain collateral for such obligations from and after the date hereof (including, without limitation, from after giving effect to this Third Amendment and Limited Waiver).

18.                                Ratification .  Each Borrower hereby restates, ratifies and reaffirms each and every term and condition set forth in the Credit Agreement and the Loan Documents effective as of the date hereof and as modified hereby.

19.                                Severability .  In case any provision in this Third Amendment and Limited Waiver shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this Third Amendment and Limited Waiver and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties have entered into this Third Amendment and Limited Waiver as of the date first above written.