Exhibit 10.6
AMENDMENT TO
AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT
THIS AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, dated as of
April 16, 2003 (this "Amendment"), is made by and among OVERHILL FARMS, INC., a
Nevada corporation (the "Company"), JAMES RUDIS, an individual ("Rudis"),
WILLIAM E. SHATLEY, an individual ("Shatley"), and LEVINE LEICHTMAN CAPITAL
PARTNERS II, L.P., a California limited partnership ("LLCP").
RECITALS
A. The parties hereto are currently parties to that certain Amended and Restated
Investor Rights Agreement dated as of October 29, 2002 (the "Investor Rights
Agreement"), pursuant to which, among other things, the parties thereto amended
and restated the Original Investor Rights Agreement on the terms and subject to
the conditions set forth therein. Capitalized terms used and not defined herein
have the meanings ascribed to them in the Investor Rights Agreement.
B. Concurrently herewith, the Company, the entities from time to time parties
thereto as Guarantors (including Overhill Ventures) and LLCP are entering into
that certain Second Amended and Restated Securities Purchase Agreement dated of
even date herewith (the "Securities Purchase Agreement"), pursuant to which,
among other things, the parties thereto are amending and restating the Existing
Securities Purchase Agreement (as defined therein), all on the terms and subject
to the conditions set forth therein.
C. Shatley is currently a party to the Investor Rights Agreement and is a
Principal Shareholder thereunder. Shatley has requested that he be removed as a
party to the Investor Rights Agreement and be released from his obligations
thereunder after the date hereof, and the parties hereto have agreed to remove
him as a party and to release him from any of his liabilities or obligations
thereunder arising after the date hereof. Accordingly, the parties hereto wish
to amend the Investor Rights Agreement as provided for herein.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and of the mutual covenants
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Removal of Shatley as a Party. Pursuant to Section 7.9 of the Investor Rights
Agreement, effective on and as of the date hereof, the Investor Rights Agreement
shall be amended by removing Shatley as a party thereto and releasing him from
any of his liabilities or obligations thereunder arising after the date hereof
(provided that nothing herein shall release Shatley from any breach or violation
of his representations, warranties, covenants or obligations under the Investor
Rights Agreement arising prior to or on the date hereof).
Accordingly, Shatley shall not be a party to the Investor Rights Agreement after
the date hereof and shall have no rights, benefits, liabilities or obligations
thereunder arising after the date hereof, whether as a Principal Shareholder or
otherwise. Without limiting the generality of the foregoing, Shatley shall no
longer be required, or have any right, to agree or consent to any matters
arising under, related to, or in connection with the Investor Rights Agreement,
as amended from time