Exhibit 10.10
MUTUAL RELEASE
THIS MUTUAL RELEASE (hereinafter "Agreement") is entered into by and
between Xxxxxx Xxxxx, a resident of the State of Texas (hereinafter "Estes"),
Overhill Corporation, a corporation duly authorized and existing pursuant to the
laws of the state of Nevada and Overhill Farms, Inc., a corporation duly
authorized and existing pursuant to the laws of the state of Nevada effective as
of the 30th day of September 1999. This Agreement shall be attached to and
become a material part of that certain Amended Renewal Promissory Note executed
by Overhill Corporation in favor of Estes effective as of the 30th day of
September 1999 (hereinafter the "Note").
WHEREAS, Overhill Farms, Inc is a subsidiary of Overhill Corporation and
Estes is the single largest shareholder of Overhill Corporation; and
WHEREAS, Overhill Farms, Inc. has recently filed a Form 10 with the
Securities and Exchange Commission setting forth Overhill Corporation's plan to
spin-off as a non-taxable dividend all of the shares of Overhill Farms, which it
owns (hereinafter the "Spin-off"); and
WHEREAS, the proposed Spin-off is in the best interest of Estes; and
WHEREAS, to facilitate the proposed Spin-off, Overhill Corporation and
Estes have entered into certain agreements.
NOW THEREFORE, for and in consideration of the sum of ten dollars
heretofore paid by Overhill Farms, Inc and Overhill Corporation to Estes in
cash, and for other good and valuable consideration, the receipt and sufficiency
of all of which is hereby acknowledged by Estes, it is mutually agreed by and
between the Parties as follows:
ALL PARTIES to this Agreement acknowledge the sufficiency and adequacy of
the consideration for this Agreement flowing to each of them. Such consideration
is actual, and not a mere recital.
OVERHILL FARMS, INC. and OVERHILL CORPORATION'S RELEASE OF ESTES. Overhill
Farms, Inc. and Overhill Corporation, for and on behalf of each of them, their
assigns, those acting in privity with them, or anyone claiming by or though
either of them hereby release Estes from any and all claims and causes of action
of any kind or character, known or unknown, which Overhill Farms, Inc. or
Overhill Corporation may now have, or has had in the past, up to the date of the
execution of this Agreement. The general release given by Overhill Farms, Inc.
and Overhill Corporation to Estes herein are intended by the Parties to cover
all claims of all types, whether arising under common law or under the statutes
and regulations of any state, the United States or any foreign country.
ESTES RELEASE OF OVERHILL FARMS. Save and except solely for the obligations
created by this Agreement, Estes for and on behalf of himself, or anyone
claiming through him, does hereby release and forever discharge Overhill Farms,
Inc., its officers, directors, shareholders and assigns from any and all claims
and causes of action of any kind or character, known or unknown, which Estes may
now have, has had in the past, or may have in the future against Overhill Farms,
Inc. This release specifically includes, without limitation, any claims of a
security interest in any property of Overhill Farms, Inc. or the shares of
Overhill Farms, Inc. owned by
Overhill Corporation f/k/a/ Polyphase Corporation. The general release given in
this Agreement by Estes to Overhill Farms, Inc. is intended by the Parties to
cover all claims of all types, whether arising under common law or under the
statutes and regulations of any state, the United States or any foreign country.
ESTES RELEASE OF OVERHILL CORPORATION. Estes for and on behalf of himself,
or anyone claiming by, through and under him, respectively, does hereby release,
acquit and forever discharge Overhill Corporation, its officers, directors,
shareholders, and assigns from any and all claims and causes of action of any
kind or character, known or unknown, which Estes may now have, has had in the
past, or may have in the future against Overhill Corporation with respect to the
Spin-off, specifically including, but not limited to, all claims and causes of
action for fraudulent conveyance or any other claim of a security interest in
any property of Overhill Farms, Inc. or the shares of Overhill Farms, Inc. owned
by Overhill Corporation f/k/a/ Polyphase Corporation and the disposition of the
common stock of Overhill Farms, Inc. in connection with the Spin-off. The
general release given in this Agreement by Estes to Overhill Farms, Inc. is
intended by the Parties to cover all claims of all types, whether arising under
common law or under the statutes and regulations of any state, the United States
or any foreign country.
This Agreement constitutes the entire understanding and agreement of the
Parties hereto, and supersedes prior understandings and agreements, if any,
among such Parties with respect to the subject matter hereof. There are no
representations, agreements, arrangements, or understandings, oral or written,
concerning the subject matter hereof between and among the Parties hereto which
are not fully expressed or incorporated by reference herein. The Parties hereto
have had an opportunity to consult with their respective attorneys concerning
the meaning and the import of this Agreement and each has read this Agreement,
as signified by their signatures below, and are executing the same for the
purposes and consideration herein expressed.
IN WITNESS THEREOF, the undersigned have executed this Agreement effective
as of the date first above written.
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XXXXXX XXXXX
OVERHILL FARMS, INC. OVERHILL CORPORATION
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By: Xxxxx Xxxxx By: Xxxxx Xxxxx
Its: President Its: President
