Agreement Regarding Repayment of Bridge Note

Exhibit 10.5


AGREEMENT REGARDING REPAYMENT OF BRIDGE NOTE

THIS AGREEMENT REGARDING REPAYMENT OF BRIDGE NOTE is made and entered into as of the 16 th day of April 2003 (this " Agreement" ), by and among OVERHILL FARMS, INC., a Nevada corporation (the " Company" ), OVERHILL L.C. VENTURES, INC., a California corporation (" Overhill Ventures" ), LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership (the " Purchaser" ), and PLEASANT STREET INVESTORS, LLC, a California limited liability company (the " New Senior Lender" ).


R E C I T A L S


A. The Company, the entities from time to time parties thereto as Guarantors (including Overhill Ventures) and the Purchaser are parties to that certain Amended and Restated Securities Purchase Agreement dated as of October 29, 2002 (the " First Amended and Restated Securities Purchase Agreement" ), pursuant to which, among other things, (i) the parties thereto amended and restated the Original Securities Purchase Agreement, the Original Note, the Original Warrant and certain other Original Investment Documents and (ii) the Purchaser consented to the Spin-Off Related Matters, all on the terms and subject to the conditions set forth in the First Amended and Restated Securities Purchase Agreement and the other Investment Documents.


B. Pursuant to a First Amendment to Securities Purchase Agreement dated as of April 4, 2003 (the " First Amendment" ), (i) the Purchaser waived certain Specified Events of Default (as defined therein), (ii) the Company issued and sold to the Purchaser, and the Purchaser purchased from the Company, that certain Secured Senior Subordinated Bridge Note dated April 4, 2003, in the principal amount of $3,000,000 (the " April 2003 Bridge Note" ), and the April 2003 Shares and (iii) the parties amended the First Amended and Restated Securities Purchase Agreement, all on the terms and subject to the conditions set forth therein. The outstanding principal balance of the April 2003 Bridge Note as of the date hereof is $3,000,000 (the " Bridge Note Principal" ). Unless otherwise indicated, all capitalized terms used and not defined herein have the meanings set forth in the First Amended and Restated Securities Purchase Agreement, as amended by the First Amendment.


C. Concurrently herewith, the New Senior Lender, as the assignee of Union Bank of California, N.A. (" UBOC" ), the Company and Overhill Vent ...