Exhibit 10.8
REAFFIRMATION OF GUARANTY
Reference is hereby made to that certain Continuing Guaranty
dated as of November 24, 1999 (the "Guaranty"), by the undersigned in favor of
Union Bank of California, N.A. ("Bank"). Pursuant to that certain Loan and
Security Agreement dated as of November 24, 1999, as amended by the First
Amendment to Loan and Security Agreement dated as of August 23, 2000, the Second
Amendment to Loan and Security Agreement dated as of January 11, 2002, the Third
Amendment to Loan and Security Agreement dated as of June 28, 2002, and the
Fourth Amendment to Loan and Security Agreement dated as of September ___, 2002
(including all exhibits and schedules thereto, and as the same may be
subsequently amended, restated, supplemented or otherwise modified from time to
time, collectively the "Existing Loan Agreement"), the undersigned agreed to
guaranty the obligations of Overhill Farms, Inc., a Nevada corporation
("Borrower"). Concurrently herewith, the Existing Loan Agreement is being
amended and restated pursuant to that certain Amended and Restated Loan and
Security Agreement of even date herewith (the "Loan Agreement"), and it is
understood and agreed that each reference in the Guaranty to "Loan Agreement"
shall mean and be a reference to the Loan Agreement as it may be amended,
supplemented, restated or replaced from time to time hereafter.
In connection with the Loan Agreement, the undersigned hereby (i)
acknowledges receipt of a copy of the Loan Agreement and the other Loan
Documents (as defined in the Loan Agreement), (ii) consents to all of the
provisions of the Loan Agreement and the other Loan Documents, and (iii)
ratifies and reaffirms, as of the date hereof, all of the provisions of the
Guaranty.
Dated as of [September __], 2002.
OVERHILL L.C. VENTURES, INC., a
California corporation
By: ___________________________
▇▇▇▇▇ ▇▇▇▇▇
President and Chief Executive Officer
Accepted by:
UNION BANK OF CALIFORNIA, N.A.
By: ____________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President
