Schedule 13D Amendment No. 10

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H3q+SJaxjm7Vcic2qK9JHQ/4VWy2+cSXTcGyaG5rLxVlutjsxg6WrY/kCverGlbf 9DSmcfKUUUgh2chlmMMCSg== 0001193125-05-195474.txt : 20051003 0001193125-05-195474.hdr.sgml : 20051003 20051003122425 ACCESSION NUMBER: 0001193125-05-195474 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051003 DATE AS OF CHANGE: 20051003 GROUP MEMBERS: ARTHUR E. LEVINE GROUP MEMBERS: LAUREN B. LEICHTMAN GROUP MEMBERS: LEVINE LEICHTMAN CAPITAL PARTNERS, INC. GROUP MEMBERS: LLCP CALIFORNIA EQUITY PARTNERS II, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OVERHILL FARMS INC CENTRAL INDEX KEY: 0001101020 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FROZEN & PRESERVED FRUIT, VEG & FOOD SPECIALTIES [2030] IRS NUMBER: 752590292 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78593 FILM NUMBER: 051116433 BUSINESS ADDRESS: STREET 1: 2727 EAST VERNON AVENUE CITY: VERNON STATE: CA ZIP: 90058 MAIL ADDRESS: STREET 1: OVERHILL FARMS STREET 2: P.O. BOX 58806 CITY: VERNON STATE: CA ZIP: 90058 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEVINE LEICHTMAN CAPITAL PARTNERS II LP CENTRAL INDEX KEY: 0001074001 IRS NUMBER: 114227317 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 335 NORTH MAPLE DR STREET 2: SUITE 240 CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3102755335 MAIL ADDRESS: STREET 1: 335 NORTH MAPLE DRIVE STREET 2: SUITE 240 CITY: BEVERLY HILLS STATE: CA ZIP: 90210 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 10 Schedule 13D Amendment No. 10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

OVERHILL FARMS, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

690212 10 5

(CUSIP Number)

Arthur E. Levine

Levine Leichtman Capital Partners II, L.P.

335 N. Maple Drive, Suite 240

Beverly Hills, CA 90210

(310) 275-5335

Mitchell S. Cohen, Esq.

Irell & Manella LLP

1800 Avenue of the Stars, Suite 900

Los Angeles, California 90067

(310) 277-1010

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

September 30, 2005

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 690212 10 5		Page 2 of 12


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Levine Leichtman Capital Partners II, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO (See Item 3)
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization State of California

Number of

Beneficially

Owned by

Each

Reporting

Person

With

7. Sole Voting Power:

– 0 – Shares

8. Shared Voting Power:

5,771,663 Shares (See Item 5)

9. Sole Dispositive Power:

– 0 – Shares

10. Shared Dispositive Power:

5,771,663 Shares (See Item 5)


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,771,663 Shares (See Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 38.0% (See Item 5)
14.	Type of Reporting Person PN


CUSIP No. 690212 10 5		Page 3 of 12


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). LLCP California Equity Partners II, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO (See Item 3)
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization State of California

Number of

Beneficially

Owned by

Each

Reporting

Person

With

7. Sole Voting Power:

– 0 – Shares

8. Shared Voting Power:

5,771,663 Shares (See Item 5)

9. Sole Dispositive Power:

– 0 – Shares

10. Shared Dispositive Power:

5,771,663 Shares (See Item 5)


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,771,663 Shares (See Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 38.0% (See Item 5)
14.	Type of Reporting Person PN


CUSIP No. 690212 10 5		Page 4 of 12


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Levine Leichtman Capital Partners, Inc.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (c) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO (See Item 3)
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization State of California

Number of

Beneficially

Owned by

Each

Reporting

Person

With

7. Sole Voting Power:

– 0 – Shares

8. Shared Voting Power:

5,771,663 Shares (See Item 5)

9. Sole Dispositive Power:

– 0 – Shares

10. Shared Dispositive Power:

5,771,663 Shares (See Item 5)


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,771,663 Shares (See Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 38.0% (See Item 5)
14.	Type of Reporting Person CO


CUSIP No. 690212 10 5		Page 5 of 12


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Arthur E. Levine
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (d) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO (See Item 3)
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization United States of America

Number of

Beneficially

Owned by

Each

Reporting

Person

With

7. Sole Voting Power:

– 0 – Shares

8. Shared Voting Power:

5,771,663 Shares (See Item 5)

9. Sole Dispositive Power:

– 0 – Shares

10. Shared Dispositive Power:

5,771,663 Shares (See Item 5)


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,771,663 Shares (See Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 38.0% (See Item 5)
14.	Type of Reporting Person IN


CUSIP No. 690212 10 5		Page 6 of 12


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Lauren B. Leichtman
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (e) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO (See Item 3)
5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization United States of America

Number of

Beneficially

Owned by

Each

Reporting

Person

With

7. Sole Voting Power:

– 0 – Shares

8. Shared Voting Power:

5,771,663 Shares (See Item 5)

9. Sole Dispositive Power:

– 0 – Shares

10. Shared Dispositive Power:

5,771,663 Shares (See Item 5)


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,771,663 Shares (See Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 38.0% (See Item 5)
14.	Type of Reporting Person IN

SCHEDULE 13D

Pursuant to Rule 13d-2(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Levine Leichtman Capital Partners II, L.P., a California limited partnership (the “Partnership”), LLCP California Equity Partners II, L.P., a California limited partnership (the “General Partner”), Levine Leichtman Capital Partners, Inc., a California corporation (“Capital Corp.”), Arthur E. Levine (“Mr. Levine”) and Lauren B. Leichtman (“Ms. Leichtman” and, together with the Partnership, the General Partner, Capital Corp. and Mr. Levine, the “Reporting Persons”), hereby file this Amendment No. 10 to Schedule 13D (this “Amendment”) with the Securities and Exchange Commission (the “Commission”). This Amendment amends and supplements the Schedule 13D originally filed with the Commission on November 18, 2002 (the “Original Schedule 13D”), as amended by Amendment No. 1 to Schedule 13D filed with the Commission on December 17, 2002, as further amended by Amendment No. 2 to Schedule 13D filed with the Commission on April 14, 2003, as further amended by Amendment No. 3 to Schedule 13D filed with the Commission on April 25, 2003, as further amended by Amendment No. 4 to Schedule 13D filed with the Commission on August 22, 2003 as further amended by Amendment No. 5 to Schedule 13D filed with the Commission on November 10, 2003, as further amended by Amendment No. 6 to Schedule 13D filed with the Commission on October 15, 2004, as further amended by Amendment No. 7 to Schedule 13D filed with the Commission on March 3, 2005, as further amended by Amendment No. 8 to Schedule 13D filed with the Commission on April 22, 2005, and as further amended by Amendment No. 9 to Schedule 13D filed with the Commission on May 18, 2005, relating to the Common Stock, par value $.01 per share, of Overhill Farms, Inc., a Nevada corporation (the “Issuer”).

The Original Schedule 13D, as amended by each such Amendment, is referred to herein as this “Amended Schedule 13D.”

This Amendment is being filed pursuant to a Joint Reporting Agreement dated November 15, 2002, a copy of which is attached as Exhibit 99.1 to the Original Schedule 13D, among and on behalf of the Reporting Persons.

All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to them in the Amended Schedule 13D. The item numbers and responses thereto below are in accordance with the requirements of Schedule 13D. All Rule citations used in this Amendment are to the rules and regulations promulgated under the Exchange Act.

Item 4. Purpose of Transaction.

Item 4 of Amended Schedule 13D is hereby amended by adding the following at the end of such Item:

On September 30, 2005, Steven E. Hartman voluntarily resigned as a member of the Board of Directors of the Issuer. Mr. Hartman is a Vice President and a Principal of Levine Leichtman Capital Partners, Inc., the sole general partner of LLCP California Equity Partners II, L.P. which, in turn, is the sole general partner of the Partnership. There was no disagreement between Mr. Hartman and the Issuer on any matter relating to the Issuer’s operations, policies, practices or otherwise.

Page 7 of 12

As previously noted in this Amended Schedule 13D, the Reporting Persons previously acquired shares of Common Stock in the ordinary course of business for investment purposes and, except as described below, not with the purpose of changing, obtaining, acquiring or influencing control of the Issuer. The Partnership may use its board designee, board observer, operating committee and other investor rights under the Second Amended and Restated Securities Purchase Agreement, as amended, the Investor Rights Agreement and/or the other Investment Documents (as defined in the Second Amended and Restated Securities Purchase Agreement, as amended) as described in the Amended Schedule 13D and this Amendment in a manner which could result in the Partnership changing, obtaining, acquiring or influencing control of the Issuer.

As with other investments held by the Reporting Persons, the Reporting Persons consider various alternatives to increase the value of their equity securities in the Issuer and may from time to time consider implementing such alternatives. The Reporting Persons retain the right, depending on market conditions and/or other factors, to change their investment intent, to acquire from time to time additional shares of Common Stock (or debt or other equity or equity-linked securities of the Issuer), to exercise all or a portion of the Warrants, to convert all or a portion of the Series A Preferred Shares into Common Stock and/or to sell or otherwise dispose of at any time or from time to time, in open market transactions, private transactions, transactions with affiliates of the Issuer or otherwise, all or part of the Warrants or the Common Stock issuable upon exercise thereof, the Series A Preferred Shares or the Common Stock issuable upon conversion thereof, the Common Stock or any other securities in the Issuer in any manner permitted by law.

Item 5. Interest in Securities of the Issuer.

Item 5 of Amended Schedule 13D is hereby amended and restated to read as follows:

(a)

Each Reporting Person is deemed to be the beneficial owner (within the meaning of Rule 13d-3(a) of the Exchange Act) of an aggregate of 5,771,663 shares of Common Stock, including 5,488,387 shares of Common Stock, 200 shares of Common Stock issuable upon exercise of the December 2002 Restated Warrants and 283,076 shares of Common Stock issuable upon conversion of the Series A Preferred Shares (see Items 3 and 4 above and Item 6 below). Such aggregate number of shares beneficially owned by the Reporting Persons would have constituted, as of July 28, 2005, approximately 38.0% of the shares of such class (calculated in accordance with Rule 13d-3(d)(1)(i) of the Exchange Act and assuming that 14,889,197 shares of Common Stock were issued and outstanding as of such date, as reported by the Issuer in its Form 10-Q for the quarterly period ended July 3, 2005, filed with the Commission on July 28, 2005).

Pursuant to the Investor Rights Agreement, the Reporting Persons may also be deemed to be beneficial owners, for purposes of the election or appointment of the LLCP Representative to the Board as described in Items 4 above and 6 below, of additional shares of Common Stock beneficially owned by James Rudis (excluding shares of Common Stock issuable upon exercise of options currently held by him

Page 8 of 12

which have not been exercised). As of the date of this Amendment, there is no LLCP Representative serving on the Board. The Reporting Persons have no pecuniary interest in the shares of Common Stock beneficially owned by Mr. Rudis and disclaim beneficial ownership of such shares.

(b)

The Partnership may be deemed to have (i) sole and dispositive voting power with respect to no shares of Common Stock and (ii) shared voting and dispositive power with all other Reporting Persons with respect to 5,771,663 shares of Common Stock. In addition, pursuant to the Investor Rights Agreement, for purposes of electing or appointing the LLCP Representative to the Board, the Partnership may be deemed to have shared voting power with all other Reporting Persons with respect to additional shares of Common Stock beneficially owned by Mr. Rudis.

By virtue of being the sole general partner of the Partnership, the General Partner may be deemed to have (i) sole and dispositive voting power with respect to no shares of Common Stock and (ii) shared voting and dispositive power with all other Reporting Persons with respect to 5,771,663 shares of Common Stock. In addition, pursuant to the Investor Rights Agreement, for purposes of electing or appointing the LLCP Representative to the Board, the General Partner may be deemed to have shared voting power with all other Reporting Persons with respect to additional shares of Common Stock beneficially owned by Mr. Rudis.

By virtue of being the sole general partner of the General Partner, Capital Corp. may be deemed to have (i) sole and dispositive voting power with respect to no shares of Common Stock and (ii) shared voting and dispositive power with all other Reporting Persons with respect to 5,771,663 shares of Common Stock. In addition, pursuant to the Investor Rights Agreement, for purposes of electing or appointing the LLCP Representative to the Board, Capital Corp. may be deemed to have shared voting power with all other Reporting Persons with respect to additional shares of Common Stock beneficially owned by Mr. Rudis.

By virtue of being the sole directors and shareholders, and executive officers, of Capital Corp., each of Mr. Levine and Ms. Leichtman may be deemed to have (i) sole and dispositive voting power with respect to no shares of Common Stock and (ii) shared voting and dispositive power with all other Reporting Persons with respect to 5,771,663 shares of Common Stock. In addition, pursuant to the Investor Rights Agreement, for purposes of electing or appointing the LLCP Representative to the Board, each of Mr. Levine and Ms. Leichtman may be deemed to have shared voting power with all other Reporting Persons with respect to additional shares of Common Stock beneficially owned by Mr. Rudis.

(c)	None of the Reporting Persons has effected any transactions in the Common Stock during the past sixty days.

(d)	Not applicable.

(e)	Not applicable.

Page 9 of 12

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of Amended Schedule 13D is hereby amended by adding the following at the end of such Item:

Pursuant to a Fifth Amendment to Second Amended and Restated Securities Purchase Agreement dated as of September 7, 2005 (the “Fifth Amendment to Securities Purchase Agreement”), among the Issuer, the entities from time to time parties thereto as Guarantors and the Partnership, a copy of which is attached as Exhibit 99.41 hereto, the parties thereto amended certain terms and other provisions as more fully set forth therein.

Pursuant to a Fifth Amendment to Second Amended and Restated Loan and Security Agreement dated as of September 7, 2005 (the “Fifth Amendment to Loan and Security Agreement”), between the Issuer and Pleasant Street, a copy of which is attached as Exhibit 99.42 hereto, the parties thereto amended certain terms and other provisions as more fully set forth therein, including, but not limited to, the installment payment provisions applicable to the Senior Term A Loan.

The descriptions of the Fifth Amendment to Securities Purchase Agreement and the Fifth Amendment to Loan and Security Agreement referred to above are not, and do not purport to be, complete and are qualified in their entirety by reference to copies of the same filed as Exhibits 99.41 and 99.42 hereto and incorporated herein in their entirety by this reference.

Item 7. Material to be Filed as Exhibits.


Exhibit		Description
99.41		Fifth Amendment to Second Amended and Restated Securities Purchase Agreement dated as of September 7, 2005, among Overhill Farms, Inc., the entities from time to time parties thereto as Guarantors and Levine Leichtman Capital Partners II, L.P.

99.42		Fifth Amendment to Second Amended and Restated Loan and Security Agreement dated as of September 7, 2005, among Overhill Farms, Inc. and Pleasant Street Investors, LLC.

Page 10 of 12

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that this statement is true, complete and correct.



Dated: October 3, 2005	LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P.,
	a California limited partnership

	By:	LLCP California Equity Partners II, L.P.,
		a California limited partnership, its General Partner

		By:	Levine Leichtman Capital Partners, Inc.,
			a California corporation, its General Partner

			By:	/s/ Arthur E. Levine
				Arthur E. Levine
				President

	LLCP CALIFORNIA EQUITY PARTNERS II, L.P., a California limited partnership

	By:	Levine Leichtman Capital Partners, Inc., a
		California corporation, its General Partner

		By:	/s/ Arthur E. Levine
			Arthur E. Levine
			President

	LEVINE LEICHTMAN CAPITAL PARTNERS, INC., a California corporation

	By:	/s/ Arthur E. Levine
		Arthur E. Levine
		President

		/s/ Arthur E. Levine
		ARTHUR E. LEVINE

		/s/ Lauren B. Leichtman
		LAUREN B. LEICHTMAN

Page 11 of 12

EXHIBIT INDEX


Exhibit		Description
99.41		Fifth Amendment to Second Amended and Restated Securities Purchase Agreement dated as of September 7, 2005, among Overhill Farms, Inc., the entities from time to time parties thereto as Guarantors and Levine Leichtman Capital Partners II, L.P.

99.42		Fifth Amendment to Second Amended and Restated Loan and Security Agreement dated as of September 7, 2005, among Overhill Farms, Inc. and Pleasant Street Investors, LLC.

Page 12 of 12

EX-99.41 2 dex9941.htm FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT Fifth Amendment to Second Amended and Restated Securities Purchase Agreement

Exhibit 99.41

FIFTH AMENDMENT TO

SECOND AMENDED AND RESTATED

SECURITIES PURCHASE AGREEMENT

THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT is dated as of September 7, 2005 (this “Amendment”), by and among OVERHILL FARMS, INC., a Nevada corporation (the “Company”), the entities from time to time parties thereto as Guarantors and LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership (the “Purchaser”).

R E C I T A L S

A. The Company, the entities from time to time parties thereto as Guarantors and the Purchaser are parties to that certain Second Amended and Restated Securities Purchase Agreement dated as of April 16, 2003, as amended by a First Amendment to Second Amended and Restated Securities Purchase Agreement dated as of May 16, 2003, a Second Amendment to Second Amended and Restated Securities Purchase Agreement dated as of June 19, 2003, a Third Amendment to Second Amended and Restated Securities Purchase Agreement dated as of October 31, 2003, and a Fourth Amendment to Second Amended and Restated Securities Purchase Agreement dated October 6, 2004, but effective as of September 26, 2004 (the “Securities Purchase Agreement”). Unless otherwise indicated, capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Securities Purchase Agreement.

B. The parties wish to amend further the Securities Purchase Agreement on the terms and subject to the conditions set forth herein.

C. Concurrently herewith, the Senior Lender and the Company are entering into certain amendments to the PSI Senior Credit Agreement.

A G R E E M E N T

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

1. Amendments to Securities Purchase Agreement. Effective on and as of the Fifth Amendment Effective Date (as defined below), pursuant to Section 12.3 of the Securities Purchase Agreement, the Securities Purchase Agreement shall be amended as follows:

(a) Section 1.1 of the Securities Purchase Agreement shall be amended by adding the following new definitions to Section 1.1 in alphabetical order:

“‘Fifth Amendment’ shall mean that certain Fifth Amendment to Second Amended and Restated Securities Purchase Agreement dated as of September 7, 2005, among the parties.”

“‘Fifth Amendment Effective Date’ shall mean the date upon which all of the conditions precedent set forth in Section 2 of the Fifth Amendment shall have been satisfied.”

(b) Section 1.1 of the Securities Purchase Agreement shall be further amended by amending the following existing definitions to read in their entirety as follows, respectively:

“‘Adjusted Current Assets’ shall mean, for each Fiscal Month, the aggregate of all (i) cash, (ii) accounts receivable, net, (iii) inventory, net, and (iv) prepaid expenses of the Company, in each case at the end of such Fiscal Month and determined in accordance with GAAP.”

“‘Adjusted Current Liabilities’ shall mean, for each Fiscal Month, (i) all Indebtedness and other liabilities of the Company at the end of such Fiscal Month that are classified as ‘current liabilities’ at such time in accordance with GAAP, minus:

(ii) (A) For each Fiscal Month ending on or before December 31, 2005, and for any Fiscal Month ending after December 31, 2005, in which the Borrowing Base (as defined in the Senior Credit Agreement) for the Performance Week (as defined in the Senior Credit Agreement) ending as of the end of such Fiscal Month was equal to or greater than the principal balance of the Senior Term A Loan (as defined in the Senior Credit Agreement) outstanding at such time, all Indebtedness owing to the Senior Lender and the Purchaser at the end of such Fiscal Month, if and only to the extent such Indebtedness is classified at such time as a ‘current liability’ in accordance with GAAP, or

(B) For any Fiscal Month ending after December 31, 2005, in which the Borrowing Base (as defined in the Senior Credit Agreement) for the Performance Week (as defined in the Senior Credit Agreement) ending as of the end of such Fiscal Month was less than the principal balance of the Senior Term A Loan (as defined in the Senior Credit Agreement) outstanding at such time, all Indebtedness owing to Levine Leichtman Capital Partners II, L.P. only, in its capacity as the Purchaser, at the end of such Fiscal Month, if and only to the extent such Indebtedness is classified at such time as a ‘current liability’ in accordance with GAAP.”

“‘Senior Credit Agreement’ shall mean (i) that certain Second Amended and Restated Loan and Security Agreement dated as of

- 2 -

April 16, 2003 (the “PSI Senior Credit Agreement”), among the Company, Overhill Ventures and Pleasant Street, as the assignee of UBOC, as amended by a First Amendment to Second Amended and Restated Loan and Security Agreement dated as of May 16, 2003, a Second Amendment to Second Amended and Restated Loan and Security Agreement dated as of June 19, 2003, a Third Amendment to Second Amended and Restated Loan and Security Agreement dated as of October 31, 2003, a Fourth Amendment to Second Amended and Restated Loan and Security Agreement dated October 6, 2004, but effective as of September 26, 2004, and a Fifth Amendment to Second Amended and Restated Loan and Security Agreement dated as of September 7, 2005, as further amended from time to time, subject to the terms of the Intercreditor Agreement, or (ii) such other loan or credit agreement entered into by the Company and any other Senior Lender in connection with a refinancing of the Senior Indebtedness owing to PSI under the PSI Senior Credit Documents (the “Other Senior Credit Agreement”), subject to Section 9.10(b). The PSI Senior Credit Agreement amends and restates the UBOC Senior Credit Agreement.”

2. Conditions Precedent to Amendments. The effectiveness of the amendments set forth in Section 1 shall be subject to the satisfaction, in the Purchaser’s sole discretion, of each of the following conditions precedent (the date upon which the last of such conditions precedent to be so satisfied shall be referred to herein as the “Fifth Amendment Effective Date”):

(a) Fifth Amendment Effective Date. All of the conditions precedent set forth in this Section 2 shall have been satisfied on or before September 7, 2005.

(b) Amendment to PSI Senior Credit Agreement. The Senior Lender and the Company shall have entered into a fifth amendment to the PSI Senior Credit Agreement, in form and substance satisfactory to the Purchaser. (Upon satisfaction of this condition precedent, the Purchaser shall be deemed to have consented to the amendments set forth in such fifth amendment.)

(c) Consents. The Company shall have obtained or made all Consents required to be obtained from all Governmental Authorities and other Persons in connection with the execution, delivery and performance of this Amendment, and the Purchaser shall have approved the terms and conditions thereof.

(d) Certified Board Resolutions. The Purchaser shall have received a Secretary’s Certificate from the Company, in form and substance satisfactory to the Purchaser, duly executed by the Secretary of the Company and effective as of the Fifth Amendment Effective Date, certifying as to the resolutions of the Board of Directors of the Company approving the execution, delivery and performance of this Amendment and the consummation of the transactions contemplated hereby.

- 3 -

(e) Legal Prohibitions. The consummation of the transactions contemplated by this Amendment shall not be prohibited by or violate any Applicable Laws and shall not subject any party to any Tax, penalty or liability, under or pursuant to any Applicable Laws.

3. Representations and Warranties of the Company. In order to induce the Purchaser to enter into this Amendment, the Company represents and warrants to the Purchaser, as of the date hereof and the Fifth Amendment Effective Date, as follows:

(a) Authorization; Binding Effect. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and is duly qualified or licensed to do business as a foreign corporation in the State of California. The Company has the full power and authority to enter into, deliver and perform its obligations under this Amendment. The execution, delivery and performance by the Company of this Amendment and the consummation of the other transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Company. This Amendment has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability and except as rights of indemnity or contribution may be limited by federal or state securities or other laws or the public policy underlying such laws.

(b) No Conflict. The execution, delivery and performance by the Company of this Amendment and the consummation of the transactions contemplated hereby do not and will not violate or conflict with, or cause a default under, or give rise to a right of termination under, (i) the charter or bylaws of the Company, as in effect on the date hereof; (ii) any Applicable Laws; or (iii) any term of any material contract, indenture, note, mortgage, instrument, agreement or other document to which the Company is a party or by which any of its properties or assets are bound.

(c) November 1999 Note; Rank. The outstanding principal balance of the November 1999 Note is $28,858,000. The November 1999 Note remains a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms. No Indebtedness of the Company ranks senior to the Indebtedness evidenced by the November 1999 Note other than the Indebtedness under the Senior Term A Note. No Indebtedness of the Company ranks pari passu with any Indebtedness evidenced by the November 1999 Note. Immediately following the closing of the transactions contemplated hereby, there will be no agreement, indenture, instrument or other document to which the Company is a party or by which it or they are bound that requires the subordination in right of payment or rights upon liquidation of any Obligations to Purchaser (including principal, interest, premium, if any, or other amounts under the November 1999 Note) to the repayment of any other existing or future Indebtedness or other obligations of the Company other than the Senior Indebtedness.

- 4 -

(d) No Consents. Neither the Company nor any of its Affiliates is required to obtain from or make with any Governmental Authority or any other Person any Consent in connection with execution, delivery or performance of this Amendment or for the purpose of maintaining in full force and effect any Licenses and Permits of the Company, except where the failure to obtain or make such Consent or maintain any such License or Permit, as the case may be, could not have a Material Adverse Effect. There are no orders, decrees, judgments, injunctions or rulings of any Governmental Authority against the Company or any of its assets.

(e) No Default. No Default or Event of Default has occurred and is continuing or will result from the execution and delivery of this Amendment or the consummation of the other transactions contemplated hereby.

(f) Collateral Security. The Liens granted in favor of the Purchaser under the Collateral Documents constitute valid, enforceable, perfected and continuing security interests and Liens in, on and to the Collateral to secure the payment and performance in full of all Obligations, including all Indebtedness under the November 1999 Note and all other Obligations, and such security interests and liens are subject, as to priority, only to the Senior Liens and Permitted Liens to the extent entitled to priority under Applicable Law.

(g) Closing-Related Matters. (i) The Company has satisfied or fulfilled each of the conditions precedent set forth in Section 2 above and (ii) since September 26, 2004, no Material Adverse Change has occurred other than as previously disclosed to the Purchaser in writing or as previously disclosed in the Company’s SEC Documents.

4. Confirmation; Full Force and Effect. The amendments set forth in Section 1 shall amend the Securities Purchase Agreement on and as of the Fifth Amendment Effective Date, and the Securities Purchase Agreement shall otherwise remain in full force and effect, as amended thereby, from and after the Fifth Amendment Effective Date in accordance with its terms. The Company hereby ratifies, approves and affirms in all respects each of the Securities Purchase Agreement, as amended hereby, the Note, the Collateral Documents (including the Liens granted in favor of the Purchaser under the Collateral Documents) and each of the other Investment Documents, the terms and other provisions hereof and thereof and the Obligations hereunder and thereunder.

5. No Other Amendments. This Amendment is being delivered without prejudice to the rights, remedies or powers of the Purchaser under or in connection with the Securities Purchase Agreement, the Note, the Collateral Documents and the other Investment Documents, Applicable Laws or otherwise and, except as expressly provided in Section 1 above, shall not constitute or be deemed to constitute an amendment or other modification of, or a supplement to, the Securities Purchase Agreement or any Investment Document or the obligations of the Company Parties thereunder. In addition, nothing contained in this Amendment is intended to constitute, or shall be construed as, a waiver of any Interest Rate Event, Default or Event of Default, or other breach or violation of the Securities Purchase Agreement, the Note, the Collateral Documents or any other Investment Document, whether past, present or future, or a forbearance by the Purchaser of any of its

- 5 -

rights, remedies or powers against the Company Parties (or any of them) or the Collateral. The Purchaser hereby expressly reserves all of its rights, powers and remedies under or in connection with the Securities Purchase Agreement, the Note, the Collateral Documents and the other Investment Documents, whether at law or in equity, including, without limitation, the right to declare all Obligations to be due and payable.

6.	Miscellaneous Provisions.

(a) Entire Agreement; Successors and Assigns. This Amendment constitutes the entire understanding and agreement with respect to the subject matter hereof and supersedes all prior oral and written, and all contemporaneous oral, negotiations, discussions, agreements and understandings with respect thereto. This Amendment shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns.

(b) Governing Law. IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE (WITHOUT REGARD TO THE CHOICE OF LAW OR CONFLICTS OF LAW PROVISIONS THEREOF).

(c) Counterparts. This Amendment may be executed in one or more counterparts and by facsimile transmission, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.

[REST OF PAGE INTENTIONALLY LEFT BLANK]

- 6 -

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their duly authorized representatives on the first date written above, to be effective as of the Fifth Amendment Effective Date.


COMPANY

OVERHILL FARMS, INC., a Nevada corporation

By:	/s/ John S. Steinbrun
	John Steinbrun
	Senior Vice President and Chief Financial Officer

PURCHASER

LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership

By:	LLCP California Equity Partners II, L.P., a
	California limited partnership, its General
	Partner

	By:	Levine Leichtman Capital Partners, Inc., its General Partner

		By:	/s/ Steven E. Hartman
			Steven E. Hartman Vice President

- 7 -

EX-99.42 3 dex9942.htm FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Fifth Amendment to Second Amended and Restated Loan and Security Agreement

Exhibit 99.42

FIFTH AMENDMENT TO

SECOND AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT

THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of September 7, 2005 (this “Amendment”), by and among OVERHILL FARMS, INC., a Nevada corporation (“Borrower”), and PLEASANT STREET INVESTORS, LLC, a California limited liability company (“Lender”).

R E C I T A L S

A. Borrower and Lender are parties to that certain Second Amended and Restated Loan and Security Agreement dated as of April 16, 2003, as amended by a First Amendment to Second Amended and Restated Loan and Security Agreement dated as of May 16, 2003, a Second Amendment to Second Amended and Restated Loan and Security Agreement dated as of June 19, 2003, a Third Amendment to Second Amended and Restated Loan and Security Agreement dated as of October 31, 2003, and a Fourth Amendment to Second Amended and Restated Loan and Security Agreement dated October 6, 2004, but effective as of September 26, 2004 (as so amended, the “Loan Agreement”). Unless otherwise indicated, capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Loan Agreement.

B. The parties wish to amend further the Loan Agreement on the terms and subject to the conditions set forth herein.

C. Concurrently herewith, the Senior Subordinated Creditor and Borrower are entering into certain amendments to the Securities Purchase Agreement.

A G R E E M E N T

1. Amendments to Loan Agreement. Effective on and as of the Fifth Amendment Effective Date (as defined below), pursuant to Section 10.1 of the Loan Agreement, the Loan Agreement shall be amended as follows:

(a) Clause (a) (Senior Term A Loan Maturity) of Section 1.8 (Repayment and Prepayment) of the Loan Agreement shall be amended to read in its entirety as follows:

“(b) Senior Term A Loan Maturity. The Senior Term A Loan shall be repaid by Borrower as follows: Borrower shall make installment payments of principal of the Senior Term A Loan on each of the dates set forth in the following table in the amounts set forth opposite each such

date (it being understood that each such installment payment shall be due and payable on each such corresponding date):


Date:	Installment Payment
Fifth Amendment Effective Date	$	800,000
September 30, 2005		100,000
October 31, 2005		100,000
November 30, 2005		200,000
December 30, 2005		400,000

All remaining outstanding principal of the Senior Term A Loan shall be repaid in its entirety on the Senior Term A Maturity Date. Interest on the Senior Term A Loan shall accrue and be paid in accordance with Section 1.5.”

(b) Schedule A (Definitions and Rules of Construction) of the Loan Agreement shall be amended by adding the following new definitions to Schedule A in alphabetical order:

“‘Fifth Amendment’ shall mean that certain Fifth Amendment to Second Amended and Restated Loan and Security Agreement dated as of September 7, 2005.”

“‘Fifth Amendment Effective Date’ shall mean the date upon which all of the conditions precedent set forth in Section 3 of the Fifth Amendment shall have been satisfied.”

(c) Schedule A (Definitions and Rules of Construction) of the Loan Agreement shall be amended by amending the following existing definitions to read in their entirety as follows:

“‘Adjusted Current Assets’ shall mean, for each Fiscal Month, the aggregate of all (i) cash, (ii) accounts receivable, net, (iii) inventory, net, and (iv) prepaid expenses of Borrower, in each case at the end of such Fiscal Month and determined in accordance with GAAP.”

“‘Adjusted Current Liabilities’ shall mean, for each Fiscal Month, (i) all Indebtedness and other liabilities of Borrower at the end of such Fiscal Month that are classified as ‘current liabilities’ at such time in accordance with GAAP, minus:

(ii) (A) For each Fiscal Month ending on or before December 31, 2005, and for any Fiscal Month ending after December 31, 2005, in which the Borrowing Base for the Performance Week ending as of the end of such Fiscal Month was equal to or greater than the principal balance of the Senior Term A

- 2 -

Loan outstanding at such time, all Indebtedness owing to Lender and the Senior Subordinated Creditor at the end of such Fiscal Month, if and only to the extent such Indebtedness is classified at such time as a ‘current liability’ in accordance with GAAP, or

(B) For any Fiscal Month ending after December 31, 2005, in which the Borrowing Base for the Performance Week ending as of the end of such Fiscal Month was less than the principal balance of the Senior Term A Loan outstanding at such time, all Indebtedness owing to Levine Leichtman Capital Partners II, L.P. only, in its capacity as the Senior Subordinated Creditor, at the end of such Fiscal Month, if and only to the extent such Indebtedness is classified at such time as a ‘current liability’ in accordance with GAAP.”

“‘In-Formula Amount’ shall mean, on the last day of each Performance Week, the lesser of (a) the principal amount of the Senior Term A Loan outstanding on such last day and (b) the Borrowing Base for the then ended Performance Week.”

“‘Securities Purchase Agreement’ shall mean that certain Second Amended and Restated Securities Purchase Agreement dated as of April 16, 2003, as amended by a First Amendment to Second Amended and Restated Securities Purchase Agreement dated as of May 16, 2003, a Second Amendment to Second Amended and Restated Securities Purchase Agreement dated as of June 19, 2003, a Third Amendment to Second Amended and Restated Securities Purchase Agreement dated as of October 31, 2003, a Fourth Amendment to Second Amended and Restated Securities Purchase Agreement dated October 6, 2004, but effective as of September 26, 2004, and a Fifth Amendment to Second Amended and Restated Securities Purchase Agreement dated as of September 7, 2005, as further amended from time to time.”

2. American Airlines Reserve. The parties acknowledge that Lender previously established under the Loan Agreement a Reserve with respect to a portion of the accounts receivable owing by American Airlines to Borrower and a portion of the inventory (raw materials, work-in-process and finished goods) manufactured and/or held by Borrower for the account of American Airlines (collectively, the “American Airlines Reserve”), as provided in the Borrowing Base Certificate delivered with respect to each Performance Week ended after the establishment of such Reserve. At the request of Borrower, Lender agrees to release, on and as of the Fifth Amendment Effective Date, the American Airlines Reserve with respect to Performance Weeks ending after the Fifth Amendment Effective Date, provided, however, that Lender expressly reserves the right, exercisable in its sole discretion, to re-establish at any time after the Fifth Amendment Effective Date the American Airlines Reserve, whether in whole or in part, in accordance with the terms of the Loan Agreement. This Section 2 shall not modify or otherwise affect Lender’s right to establish Reserves in accordance with the terms of the Loan Agreement, whether or not related to American Airlines.

- 3 -

3. Conditions Precedent to Amendments. The effectiveness of the amendments set forth in Section 1 and the agreements in Section 2 shall be subject to the satisfaction, in Lender’s sole discretion, of each of the following conditions precedent (the date upon which the last of such conditions precedent to be so satisfied shall be referred to herein as the “Fifth Amendment Effective Date”):

(a) Fifth Amendment Effective Date. All of the conditions precedent set forth in this Section 3 shall be satisfied on or before September 7, 2005.

(b) Amendment to Securities Purchase Agreement. The Senior Subordinated Creditor and Borrower shall have entered into a fifth amendment to the Securities Purchase Agreement, in form and substance satisfactory to Lender.

(c) Consents. Borrower shall have obtained or made all Consents required to be obtained from all Governmental Authorities and other Persons in connection with the execution, delivery and performance of this Amendment, and Lender shall have approved the terms and conditions hereof.

(d) Certified Board Resolutions. Lender shall have received a Secretary’s Certificate from Borrower, in form and substance satisfactory to Lender, duly executed by the Secretary of Borrower and effective as of the Fifth Amendment Effective Date, certifying as to the resolutions of the Board of Directors of Borrower approving the execution, delivery and performance of this Amendment and the consummation of the transactions contemplated hereby.

In addition, on the Fifth Amendment Effective Date, Borrower shall make an installment payment of principal of the Senior Term A Loan in the amount of $800,000 as provided in Section 1.8(a) of the Loan Agreement, as amended in Section 1 above.

4. Representations and Warranties of Borrower. In order to induce Lender to enter into this Amendment, Borrower represents and warrants to Lender, as of the date hereof and the Fifth Amendment Effective Date, as follows:

(a) Authorization; Binding Effect. Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and is duly qualified or licensed to do business as a foreign corporation in the State of California. Borrower has the full power and authority to enter into, deliver and perform its obligations under this Amendment. The execution, delivery and performance by Borrower of this Amendment and the consummation of the other transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Borrower. This Amendment has been duly executed and delivered by Borrower and constitutes the legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization,

- 4 -

moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability and except as rights of indemnity or contribution may be limited by federal or state securities or other laws or the public policy underlying such laws.

(b) No Conflict. The execution, delivery and performance by Borrower of this Amendment and the consummation of the transactions contemplated hereby do not and will not violate or conflict with, or cause a default under, or give rise to a right of termination under, (i) the charter or bylaws of Borrower, as in effect on the date hereof; (ii) any Applicable Laws; or (iii) any term of any material contract, indenture, note, mortgage, instrument, agreement or other document to which Borrower is a party or by which any of its properties or assets are bound.

(c) Principal Balance; Rank. The outstanding principal balance of the Senior Term A Loan is $17,800,000 (immediately prior to the payment of principal required to be made on the Fifth Amendment Effective Date). The Senior Term A Loan remains a legal, valid and binding obligation of Borrower, enforceable against it in accordance with its terms. No other Indebtedness of Borrower ranks senior to, or pari passu with, the Senior Term A Loan. Immediately following the closing of the transactions contemplated hereby, there will be no agreement, indenture, instrument or other document to which Borrower is a party or by which it or they are bound that requires the subordination in right of payment or rights upon liquidation of any Obligations to the repayment of any other existing or future Indebtedness of Borrower.

(d) No Consents. Other than the Consent of the Senior Subordinated Lender and those obtained or made pursuant to Section 2(h) above, neither Borrower nor any of its Affiliates is required to obtain from or make with any Governmental Authority or any other Person any Consent in connection with execution, delivery or performance of this Amendment or for the purpose of maintaining in full force and effect any Licenses and Permits of Borrower, except where the failure to obtain such consent or maintain any such License or Permit, as the case may be, could not have a Material Adverse Effect. There are no orders, decrees, judgments, injunctions or rulings of any Governmental Authority against Borrower or any of its assets.

(e) No Default. No Default or Event of Default has occurred and is continuing or will result from the execution and delivery of this Amendment or the consummation of the transactions contemplated hereby.

(f) Collateral Security. The Liens granted in favor of Lender under the Collateral Documents continue to constitute valid, enforceable, perfected and continuing security interests and Liens in, on and to the Collateral to secure the payment and performance in full of all Obligations, including the Senior Term A Loan, and such security interests and liens are subject, as to priority, only to the Permitted Liens to the extent entitled to priority under Applicable Law.

- 5 -

(g) Closing-Related Matters. (i) Borrower has satisfied or fulfilled each of the conditions precedent set forth in Section 3 above and (ii) since September 26, 2004, no Material Adverse Change has occurred other than as previously disclosed to Lender in writing or as previously disclosed in Borrower’s SEC Documents.

5. Confirmation; Full Force and Effect. The amendments set forth in Section 1 shall amend the Loan Agreement on and as of the Fifth Amendment Effective Date, and the Loan Agreement shall otherwise remain in full force and effect, as amended thereby, from and after the Fifth Amendment Effective Date in accordance with its terms. Borrower hereby ratifies, approves and affirms in all respects each of the Loan Agreement, as amended hereby, the Senior Term A Note, the Collateral Documents (including the Liens granted in favor of Lender under the Collateral Documents) and each of the other Loan Documents, the terms and other provisions hereof and thereof and the Obligations hereunder and thereunder.

6. No Other Amendments. This Amendment is being delivered without prejudice to the rights, remedies or powers of Lender under or in connection with the Loan Agreement, the Senior Term A Note, the Collateral Documents and the other Loan Documents, Applicable Laws or otherwise and, except as expressly provided in Section 1 above, shall not constitute or be deemed to constitute an amendment or other modification of, or a supplement to, the Loan Agreement or any Loan Document or the obligations of Borrower thereunder. In addition, nothing contained in this Amendment is intended to constitute, or shall be construed as, a waiver of any Interest Rate Event, Default or Event of Default, or other breach or violation of the Loan Agreement, the Senior Term A Note, the Collateral Documents or any other Loan Document, whether past, present or future, or a forbearance by Lender of any of its rights, remedies or powers against Borrower or the Collateral. Lender hereby expressly reserves all of its rights, powers and remedies under or in connection with the Loan Agreement, the Senior Term A Note, the Collateral Documents and the other Loan Documents, whether at law or in equity, including, without limitation, the right to declare all Obligations to be due and payable.

7. Miscellaneous.

(a) Entire Agreement; Successors and Assigns. This Amendment constitutes the entire understanding and agreement with respect to the subject matter hereof and supersedes all prior oral and written, and all contemporaneous oral, negotiations, discussions, agreements and understandings with respect hereto. This Amendment shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns.

- 6 -

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their duly authorized representatives as of the first date written above.


BORROWER

OVERHILL FARMS, INC., a Nevada corporation

By:	/s/ John S. Steinbrun
	John Steinbrun
	Senior Vice President and Chief Financial Officer

LENDER

PLEASANT STREET INVESTORS, LLC, a California limited liability company

By:	Levine Leichtman Capital Partners, Inc.,
	its Manager

	By	/s/ Steven E. Hartman
		Steven E. Hartman
		Vice President

- 7 -

-----END PRIVACY-ENHANCED MESSAGE-----