EXHIBIT 10.24
ASSIGNMENT OF
PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT
WHEREAS, Overhill Farms, Inc., a Nevada corporation
("BORROWER"), Overhill L.C. Ventures, Inc., a California corporation ("OVERHILL
VENTURES"; Borrower and Overhill Ventures are collectively referred to as
"GRANTORS" and each individually a "GRANTOR"), and Union Bank of California,
N.A., a California banking corporation ("Bank") are parties to that certain
Patent, Trademark and Copyright Security Agreement dated as of November 24,
1999, recorded with the United States Patent and Trademark Office on December
23, 1999, Reel/Frame No. 002010/0309, as amended by the First Amendment to
Patent, Trademark and Copyright Security Agreement dated as of August 25, 2000,
recorded with the United States Patent and Trademark Office on September 6,
2000, Reel/Frame No. 002174/0878, and a Second Amendment to Patent, Trademark
and Copyright Security Agreement dated as of October 29, 2002, recorded with the
United States Patent and Trademark Office on November 5, 2002, Reel/Frame No.
002621/0631 (collectively, the "INTELLECTUAL PROPERTY SECURITY AGREEMENT"; all
capitalized terms defined in the Intellectual Property Security Agreement shall
be applied herein as defined herein).
WHEREAS, pursuant to the Intellectual Property Security
Agreement, Grantors granted to Bank a security interest in and to all of
Grantors' right, title and interest in and to the Intellectual Property
Collateral (as defined in the Intellectual Property Security Agreement).
including without limitation, those Trademarks and Trademark Licenses listed on
SCHEDULE A (collectively, "ASSIGNED TRADEMARKS").
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Bank hereby grants,
assigns and transfers to Pleasant Street Investors, LLC, a California limited
liability company ("ASSIGNEE"), without recourse, all beneficial interest under
the Intellectual Property Security Agreement and the Intellectual Property
Collateral, including, without limitation, the Assigned Trademarks and all
goodwill associated therewith.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Bank has executed this Assignment of Patent, Trademark and
Copyright Security Agreement as of this 16th day of April, 2003.
"Assignee"
UNION BANK OF CALIFORNIA, N.A.
By: /S/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
Vice President
CONSENTED TO:
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"Assignee"
PLEASANT STREET INVESTORS, LLC
a California limited liability company
By: Xxxxxx Xxxxxxxxx Capital Partners, Inc.,
its Manager
By: /S/ XXXXXX X. XXXXXXX
---------------------------------
Xxxxxx X. Xxxxxxx
Vice President
"Grantors"
OVERHILL FARMS, INC., a Nevada corporation
By: /S/ XXXXX XXXXX
---------------------------------
Xxxxx Xxxxx
President and Chief Executive Officer
OVERHILL L.C. VENTURES, INC., a
California corporation
By: /S/ XXXXX XXXXX
---------------------------------
Xxxxx Xxxxx
President and Chief Executive Officer
SCHEDULE A
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List of Trademarks
(See Attached)
