**Exhibit 10.2**

 

OVERHILL FARMS, INC. 

 

AMENDED AND RESTATED 

SECURED SENIOR TERM A NOTE

 

 

FORVALUE RECEIVED, the undersigned, OVERHILL FARMS, INC., a Nevada corporation (“Borrower”), hereby promises to pay to the order of PLEASANT STREET INVESTORS, LLC, a California limited liability company (“Payee”), atits address at 335 N. Maple Drive, Suite 240, Beverly Hills, California 90210, or at such other place as Payee may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, theprincipal amount of SEVENTEEN MILLION DOLLARS ($17,000,000.00). 

 

This Amended and Restated Secured Senior Term A Note (this “Note”) is the “Senior Term A Note” referred to in that certain Second Amended and Restated Loan and Security Agreement dated as of April 16, 2003(as amended from time to time, the “Loan Agreement”), by and among Borrower, OVERHILL VENTURES L.C., INC., a California corporation, and Payee, evidences the Senior Term A Loan and amends, restates, combines and evidences theExisting Obligations, the Bridge Note Principal and certain term loans being made by Payee on the date hereof. Capitalized terms or matters of construction defined or established in Schedule A to the Loan Agreement shall apply herein as defined orestablished therein. 

 

The principal amount of theSenior Term A Loan shall be payable in the amounts and on the dates specified in the Loan Agreement and, if not sooner paid in full, on the Senior Term A Maturity Date. If a Change in Control occurs at any time, Payee may require Borrower to prepaythis Note, in whole or in part, as provided in the Loan Agreement. Interest on the outstanding principal amount of this Note shall be paid at the Applicable Rate or the Default Rate, as applicable, and at such times as are specified in the LoanAgreement. 

 

The holder of this Note shall beentitled to the rights and benefits under the Loan Agreement and the other Loan Documents. Payment and performance of this Note are secured by the security interests and liens granted under the Collateral Documents and are guarantied under theGuaranty. All terms, covenants, and conditions of the Loan Agreement and all other Instruments evidencing or securing the Indebtedness hereunder, including the Loan Documents, are hereby made a part of this Note and are deemed incorporated herein infull. 

 

The principal balance of the Senior Term ALoan, the rates of interest applicable thereto and the date and amount of each payment made on account of the principal thereof shall be recorded by Payee on its books and records; provided that the failure by Payee to make any suchrecordation shall not affect the rights of Payee or the obligations of Borrower to make payment when due of any amount owing with respect to the Senior Term A Loan. 

 

Senior Term A Note

 

Except asotherwise provided in the Loan Agreement, if any payment or prepayment on this Note becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day and, with respect to paymentsof principal, interest thereon shall be payable at the then applicable rate during such extension. 

 

Upon the occurrence and during the continuance of an Event of Default, this Note may, without demand, notice, or legal process of anykind, as provided in the Loan Agreement, be declared, and upon such declaration immediately shall become, or upon certain circumstances set forth in the Loan Agreement may become without declaration, due and payable. 

 

Time is of the essence of this Note. To the fullest extentpermitted by Applicable Law, Borrower waives presentment, demand, protest, and notice of nonpayment and protest. 

 

THIS NOTE SHALL BE GOVERNED BY, AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TOCONFLICTS OF LAW OR CHOICE OF LAW PRINCIPLES. 

 

BORROWER AND PAYEE EACH HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDINGBASED UPON, ARISING OUT OF OR IN ANY WAY RELATING TO (A) THIS NOTE, INCLUDING ANY AMENDMENT HEREOF, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR (B) ANY CONDUCT, ACT OR OMISSION OF BORROWER OR PAYEE WITH RESPECT TO THIS NOTE, INCLUDING ANYAMENDMENT HEREOF, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, REGARDLESS OF WHICH PARTY INITIATES SUCH ACTION, SUIT OR OTHER PROCEEDING; AND BORROWER AND PAYEE EACH AGREES AND CONSENTS THAT ANY SUCH ACTION, SUIT OR OTHER PROCEEDING SHALL BEDECIDED BY A COURT TRIAL WITHOUT A JURY, AND THAT EITHER BORROWER OR PAYEE MAY FILE A COPY OF THIS NOTE WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE OTHER TO THE WAIVER OF ANY RIGHT IT OR THEY MIGHT OTHERWISE HAVE TO TRIAL BY JURY.

 

IN WITNESS WHEREOF, Borrower has caused thisNote to be executed and delivered by its duly authorized representatives on the date first above written. 

 

OVERHILL FARMS, INC., a Nevada corporation

By:
 
/s/ James Rudis
  
James Rudis

President and Chief Executive Officer

By:
 
/s/ John Steinbrun
  
John Steinbrun

Vice President and Chief Financial Officer

 

Senior Term A Note

-2- 

 

**AGREED AND ACCEPTED:**

 

PLEASANT STREET INVESTORS,LLC, 

a California limited liability company and 

the assignee of UBOC 

 

By:
 
LEVINE LEICHTMAN CAPITAL

PARTNERS, INC., its Manager
  
By:
 
        /s/ Steven E. Hartman
    
        Steven E. Hartman

        Vice President

 

 

Senior Term A Note

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