Ninth Amendment to Loan Agreement between Nutrition Management Services Company, Affiliates, and Wilmington Trust of Pennsylvania

 EXHIBIT 10.20 NINTH AMENDMENT TO LOAN AGREEMENT This NINTH AMENDMENT TO LOAN AGREEMENT (the "Ninth Amendment") made and entered into as of May _, 2005, between NUTRITION MANAGEMENT SERVICES COMPANY , a Pennsylvania corporation, THE COLLEGEVILLE INN CONFERENCE & TRAINING CENTER, Inc., a Pennsylvania corporation, and APPLE FRESH FOODS, LTD., a Pennsylvania corporation (collectively, the "Borrower"), and WILMINGTON TRUST OF PENNSYLVANIA, (the "Bank") a Pennsylvania banking corporation. BACKGROUND - ---------- A. The Borrower and the Bank entered into a Loan Agreement dated February 7, 2001 (as amended, the "Loan Agreement"), pursuant to which the Lender agreed to make a available to the Borrower a Working Capital Credit Facility (the "Credit Facility"). B. The Loan Agreement was amended on May 3,2001 pursuant to the terms of a First Amendment to Loan Agreement (the "First Amendment"). C. The Loan Agreement was further amended in December 2001, pursuant to the terms of a Second Amendment to Loan Agreement (the "Second Amendment"). D. The Loan Agreement was further amended in July 2002, pursuant to the terms of a Third Amendment to Loan Agreement (the "Third Amendment"). E. The Loan Agreement was further amended in March 2003, pursuant to the terms of a Fourth Amendment to Loan Agreement (the "Fourth Amendment"). F. The Loan Agreement was further amended in October 2003, pursuant to the terms of a Fifth Amendment to Loan Agreement (the "Fifth Amendment"). G. The Loan Agreement was further amended in January 2004, pursuant to the terms of a Sixth Amendment to Loan Agreement (the "Sixth Amendment"). H. The Loan Agreement was further amended in May 2004, pursuant to the terms of a Seventh Amendment to Loan Agreement (the "Seventh Amendment"). I. The Loan Agreement was further amended in February 2005, pursuant to the terms of an Eighth Amendment to Loan Agreement (the "Eighth Amendment"). J. The Bank and the Borrower have agreed to further amend the Loan Agreement subject to the terms and conditions herein. AGREEMENT - --------- NOW THEREFORE, intending to be legally bound, the Borrower and the Bank hereby agree and amend the Loan Agreement as follows: 1. INCORPORATION OF BACKGROUND: DEFINED TERMS. The Background provisions set forth above (including all defined tenns), are hereby incorporated by reference into this Ninth Amendment and made a part hereof as if set forth in their entirety in this Section. 2. AMENDED DEFINITION: The following definition is amended in its entirety to read as follows: "Line Termination Date" shall mean June 30, 2006. 3. RELEASE OF PERSONAL GUARANTY. Upon the Borrowers' permanent reduction of their obligations to the Bank in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000) or if the Company shall maintain at all times at least Two Million Five Hundred Thousand ($2,500,00) of cash or cash equivalents (measured on a daily basis), prior to an Event of Default, the Bank shall release the personal guaranty of Joseph V. Roberts in the amount of Three Million Dollars ($3,000,000) evidenced by a Guaranty and Suretyship dated May _,2005.  4. HARBORSIDE LITIGATION AWARD. Upon the final, non-appealable award of damages in favor of the Borrower in the Harborside litigation, the Bank shall negotiate with the Borrower in good faith to restructure the current credit arrangements between Bank and Borrower. 5. RATIFICATION OF LOAN AGREEMENT AND LOAN DOCUMENTS. The Loan Agreement, as modified and amended hereby, and the other Loan Documents (as such term is defined in the Loan Agreement, as modified and amended hereby) and all of the respective liabilities, obligations, covenants, conditions, representations, and warranties set forth therein are hereby ratified and affirmed by the Borrowers. 6. LOAN DOCUMENTS. Without limiting the generality of the meaning thereof, the term "Loan Documents", as used in the Loan Agreement, shall include the Ninth Amendment, all other amendments, any and all agreements, documents and instruments executed by or on behalf of the Borrower in connection with this Ninth Amendment. 7. NO WAIVER. The Bank entering into this Ninth Amendment shall not constitute a waiver of any existing defaults or a waiver of any rights or remedies under the Loan Documents except as specifically waived herein. To the contrary, the Lender reserves its rights and remedies.  IN WITNESS WHEREOF, the parties hereto have caused this Ninth Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written. NUTRITION MANAGEMENT SERVICES COMPANY By: /s/ Joseph V. Roberts ------------------------- Joseph V. Roberts Chief Executive Officer Attest: /s/ Kathleen A. Hill ---------------------- Secretary THE COLLEGEVILLE INN CONFERENCE & TRAINING CENTER, INC. By: /s/ Joseph V. Roberts ------------------------- Joseph V. Roberts Chief Executive Officer Attest: /s/ Kathleen A. Hill ---------------------- Secretary APPLE FRESH FOODS, LTD. By: /s/ Joseph V. Roberts ------------------------- Joseph V. Roberts Chief Executive Officer Attest: /s/ Kathleen A. Hill ---------------------- Secretary ("Borrower") WILMINGTON TRUST OF PENNSYLANIA By: /s/ Donald W. Hans, Jr. - --------------------------------- Donald W. Hans, Jr. Vice President