Addendum to Unconditional and Continuing Guaranty between Overhill Corporation and BancorpSouth Bank

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Summary

This addendum, dated April 12, 2002, is part of an existing guaranty agreement between Overhill Corporation and BancorpSouth Bank. It confirms that Overhill Corporation may proceed with the spin-off and distribution of its ownership in Overhill Farms, Inc. to its shareholders, and that BancorpSouth Bank acknowledges and agrees to this action. The addendum clarifies that Overhill Corporation can dispose of its interest in Overhill Farms, Inc. by spin-off or other means, regardless of consideration.

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EX-10.9 11 dex109.txt ADDENDUM TO UNCONDITIONAL AND CONTINUING GUARANTY Exhibit 10.9 ADDENDUM TO UNCONDITIONAL AND CONTINUING GUARANTY This addendum is made part of the Unconditional Guaranty executed by Overhill Corporation on April 12, 2002. BancorpSouth (Bank) has been made aware of and agrees with the following; Bank acknowledges that prior to the execution hereof, Guarantor initiated the process of enabling Guarantor to dispose of all of its rights and ownership interest on Overhill Farms, Inc. through a spin-off (non-taxable prorata distribution) to the existing shareholders of Guarantor. Bank further acknowledges that Guarantor is continuing the process of effectuating the spin-off and will consummate the distribution of all of the stock in its Overhill Farms, Inc. Subsidiary following the execution hereof. Notwithstanding the foregoing or any other provision herein contained, Guarantor may, for any or no consideration, dispose of, by way of a spin-off or otherwise, any or all of Guarantor's interest in its subsidiary, Overhill Farms, Inc., specifically including without limitation, all shares of stock of or in Overhill Farms, Inc. and any or all assets owned by Overhill Farms, Inc. Guarantor and Bank have agreed upon and have executed this document on this the 12/th/ day of April, 2002. Overhill Corporation BancorpSouth Bank - ----------------------------------- ----------------------------------- William E. Shatley, Treasurer Glenn Bickerdike, Sr Vice President