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EXHIBIT 10.4
LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P.
335 North Maple Drive, Suite 240
Beverly Hills, CA 90210
December 23, 2005
(VIA TELECOPIER)
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John L. Steinbrun
Chief Financial Officer
Overhill Farms, Inc.
2727 East Vernon Avenue
Vernon, CA 90058
Re: Letter
Agreement Re: Liquidated Damages
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Dear Mr. Steinbrun:
Reference is made to a Stock Purchase Agreement dated as of
December
22, 2005 (the "PURCHASE Agreement"), by and
among Overhill Farms, Inc., a Nevada
corporation (the "COMPANY"), Levine
Leichtman Capital Partners II, L.P., a
California limited partnership ("SELLER"),
and the "Purchasers" identified
therein pursuant to which, on the date
hereof, Seller is selling to the
Purchasers 5,771,661 shares of Common Stock
(the "SELLER SHARES"), all on the
terms and subject to the conditions set
forth therein.
Reference is further made to a Registration Rights Agreement dated
as
of December 23, 2005 (the "REGISTRATION
RIGHTS AGREEMENT"), by and between the
Company and each of the Purchasers pursuant
to which, among other things, the
Company has agreed to use its best efforts
to file with the Commission on or
prior to the Filing Deadline Date a Shelf
Registration Statement covering the
offer and sale of the Registrable
Securities and use its best efforts to cause
such Shelf Registration Statement to be
declared effective by the Commission
under the Securities Act on or prior to the
Effectiveness Deadline Date. In
addition, pursuant to Section 2(c) of the
Registration Rights Agreement, if
Events occur, the Company will become
obligated to pay to each Electing Holder
certain amounts in cash, characterized
therein as "liquidated damages"
("LIQUIDATED DAMAGES"). Unless otherwise
indicated, all capitalized terms used
herein without limitation have the meanings
ascribed to them in the Stock
Purchase Agreement or the Registration
Rights Agreement, as the case may be.
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John L. Steinbrun
December 23, 2005
Page 2
In connection with the closing of the sale of the Seller Shares,
the
parties have agreed that if, and only if,
the Company becomes obligated to pay
Liquidated Damages to Electing Holders
under Section 2(c) of the Registration
Rights Agreement as a result of the
occurrence of the Event described in clause
(ii) thereof and, thereafter, the Effective
Time shall not have occurred prior
to January 1, 2007, then, and only then,
Seller agrees to reimburse the Company
for fifty percent (50.0%) of Liquidated
Damages actually paid by the Company to
Electing Holders which accrued solely
during the period commencing on January 1,
2007 and ending on the earlier to occur of
(i) the date the Shelf Registration
Statement shall have been declared
effective by the Commission
