EXHIBIT 10.14
ACKNOWLEDGMENT AND REAFFIRMATION
OF LOAN DOCUMENTS
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To: Pleasant Street Investors, LLC
c/o Levine ▇▇▇▇▇▇▇▇▇ Capital Partners, Inc.
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Reference is made to that certain Amended and Restated Loan and
Security Agreement dated as of October 29, 2002, by and among OVERHILL FARMS,
INC., a Nevada corporation (the "COMPANY"), OVERHILL VENTURES, INC., a
California corporation ("VENTURES") and Union Bank of California, N.A.,
("UBOC"), as amended by that certain First Amendment to Amended and Restated
Loan and Security Agreement dated as of November 22, 2002, that certain Second
Amendment to Amended and Restated Loan and Security Agreement dated as of
December 20, 2002, and that certain Third Amendment to Amended and Restated Loan
and Security Agreement dated as of April 4, 2003 (as so amended, and including
all exhibits and schedules thereto, the "EXISTING LOAN AGREEMENT").
Pursuant to that certain Agreement of Purchase and Sale dated as of
April 16, 2003 (the "PURCHASE AGREEMENT"), UBOC has sold to PLEASANT STREET
INVESTORS, LLC a California limited liability company ("LENDER"), and Lender has
purchased from UBOC, all of UBOC's right, title and interest in and to the
Assigned Interests (as defined therein), which include all of UBOC's rights
under the Existing Loan Agreement, and, concurrently herewith, Lender, as the
UBOC's assignee, together with the Company and Ventures, are amending and
restating the Existing Loan Agreement pursuant to that certain Second Amended
and Restated Loan and Security Agreement dated as of April 16, 2003 (the "LOAN
AGREEMENT"). Unless otherwise indicated, all capitalized terms used and not
otherwise defined herein shall have the meanings ascribed to them in the Loan
Agreement, and all rules of construction set forth in Schedule A of the Loan
Agreement shall apply hereto.
Reference is further made to the following Loan Documents
(collectively, the "SUBJECT LOAN Documents"):
(1) The Pledge Agreement, as amended by that certain First
Amendment to Pledge Agreement dated as of October 29, 2002;
(2) The Assignment of Representations, Warranties, Covenants
and Indemnities dated as of August 25, 2002 by and between the Company
and UBOC;
(3) The Patent, Trademark and Copyright Security Agreement
dated as of November 24, 1999, executed by the Company and Ventures in
favor of UBOC, as amended by that certain First Amendment, dated as of
August 25, 2000 and that certain Second Amendment, dated as of October
29, 2002;
(4) Agreement to Furnish Insurance dated November 12, 1999, by
the Company.
(5) Restricted Account Agreement dated as of April 1, 2003, by
and among ▇▇▇▇▇ Fargo Bank, Union Bank of California, N.A., ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ Capital Partners II, L.P., and Overhill Farms, Inc.
(6) Waiver and Consents for the following locations:
(i) ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇, ▇▇ (sublease)
(ii) ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇, ▇▇ (master lease);
and
(iii) ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇.
(7) Limited Release Agreement dated as of October 29, 2002, by
and among Overhill Corporation (formerly as Polyphase Corporation and
to be known from and after the effective date of the Spin-Off as
TreeCon Resources, Inc.) and UBOC.
In connection with the execution and delivery of the Loan Agreement and
the consummation of the transactions contemplated thereby, the Company hereby
acknowledges and reaffirms to and for the benefit of the Lender, and represents
and warrants, as follows:
1. All references in the Subject Loan Documents to the "Loan
Agreement" shall mean and refer to the Loan Agreement, as
amended from time to time.
2. All references in the Subject Loan Documents to "Bank" shall
mean and refer to Lender.
3. Notwithstanding the amendment, restatement or other
modification of the Existing Loan Agreement and certain other
Loan Documents as contemplated by the Loan Agreement, each of
the Loan Documents, including, but not limited to the Subject
Loan Documents, continues to (a) constitute the legal, valid
and binding obligation of the Company and Overhill Ventures,
as applicable, enforceable against the Company and Overhill
Ventures, as applicable, in accordance with its terms, and (b)
remain in full force and effect.
4. The Company hereby reaffirms its continuing obligation to
perform, comply with and observe, and shall perform, comply
with and observe, each and every covenant and agreement of the
Company contained in the Loan Documents, including, but not
limited to, the Subject Loan Documents.
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This Acknowledgment and Reaffirmation of Loan Documents constitutes a
Loan Document.
IN WITNESS WHEREOF, the undersigned has executed this Acknowledgment
and Reaffirmation of Loan Documents as of the 16th day of April 2003.
OVERHILL FARMS, INC., a Nevada corporation
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇
President and Chief Executive Officer
By: /S/ ▇▇▇▇ STEINBRUN
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▇▇▇▇ Steinbrun
Senior Vice President and Chief
Financial Officer
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