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$47	Preview Subscribers	2000	Asset Purchase Agreement Asset Purchase Agreement (50K) Doc #1606296: Click preview link for longer preview. ASSET PURCHASE AGREEMENT ------------------------ THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of August 7, 2000 by and between OVERHILL FARMS, INC., a Nevada corporation (herein called the "Purchaser") , and SSE MANUFACTURING, INC., a California corporation (herein called the "Seller"). AGREEMENT NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, and for other good and valuable . . . 1606296	Overhill Farms Overhill Farms, Inc. ( Food Processing ) As referenced in this Asset Purchase Agreement: OVERHILL FARMS, INC. – ASSET PURCHASE AGREEMENT EXHIBIT 10.50 ASSET PURCHASE AGREEMENT ------------------------ THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of August 7, 2000 by and between OVERHILL FARMS, INC. , a Nevada corporation (herein called the "Purchaser") , and SSE MANUFACTURING, INC., a California corporation (herein called the "Seller"). AGREEMENT NOW, THEREFORE, in consideration of the mutual promises and agreements _____________ Overhill Farms, Inc. – registered mail, postage prepaid, or if sent by facsimile and addressed to the party to whom the same is given as follows: (a) In the case of the Purchaser: To: Overhill Farms, Inc. James Rudis P.O. Box 6017 Inglewood, California 90312-6017 Facsimile No. (310) 641-0461 With a copy to: Ross Arbiter, Esq. Freeman, Freeman & Smiley 3415 Sepulveda Blvd. _____________ OVERHILL FARMS INC. – effectively the transactions contemplated hereby. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement, intending legally to be bound hereby, as of the date first above written. OVERHILL FARMS INC. , a Nevada Corporation By: _____________________ President SSE MANUFACTURING, INC., a California Corporation By: _____________________ CFO _____________ dt 1398047 ; Overhill Farms Overhill Farms, Inc. ( Food Processing ) As referenced in this Asset Purchase Agreement: OVERHILL FARMS, INC. – ASSET PURCHASE AGREEMENT EXHIBIT 10.50 ASSET PURCHASE AGREEMENT ------------------------ THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of August 7, 2000 by and between OVERHILL FARMS, INC. , a Nevada corporation (herein called the "Purchaser") , and SSE MANUFACTURING, INC., a California corporation (herein called the "Seller"). AGREEMENT NOW, THEREFORE, in consideration of the mutual promises and agreements _____________ Overhill Farms, Inc. – registered mail, postage prepaid, or if sent by facsimile and addressed to the party to whom the same is given as follows: (a) In the case of the Purchaser: To: Overhill Farms, Inc. James Rudis P.O. Box 6017 Inglewood, California 90312-6017 Facsimile No. (310) 641-0461 With a copy to: Ross Arbiter, Esq. Freeman, Freeman & Smiley 3415 Sepulveda Blvd. _____________ dt 1324626 ; Overhill Farms Overhill Farms, Inc. ( Food Processing ) As referenced in this Asset Purchase Agreement: OVERHILL FARMS, INC. – ASSET PURCHASE AGREEMENT EXHIBIT 10.50 ASSET PURCHASE AGREEMENT ------------------------ THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of August 7, 2000 by and between OVERHILL FARMS, INC. , a Nevada corporation (herein called the "Purchaser") , and SSE MANUFACTURING, INC., a California corporation (herein called the "Seller"). AGREEMENT NOW, THEREFORE, in consideration of the mutual promises and agreements _____________ Overhill Farms, Inc. – registered mail, postage prepaid, or if sent by facsimile and addressed to the party to whom the same is given as follows: (a) In the case of the Purchaser: To: Overhill Farms, Inc. James Rudis P.O. Box 6017 Inglewood, California 90312-6017 Facsimile No. (310) 641-0461 With a copy to: Ross Arbiter, Esq. Freeman, Freeman & Smiley 3415 Sepulveda Blvd. _____________ OVERHILL FARMS INC. – effectively the transactions contemplated hereby. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement, intending legally to be bound hereby, as of the date first above written. OVERHILL FARMS INC. , a Nevada Corporation By: _____________________ President SSE MANUFACTURING, INC., a California Corporation By: _____________________ CFO _____________ dt 1541170 ;	Overhill Farms Overhill Farms, Inc. ( Food Processing ) As referenced in this Asset Purchase Agreement: OVERHILL FARMS, INC. – ASSET PURCHASE AGREEMENT EXHIBIT 10.50 ASSET PURCHASE AGREEMENT ------------------------ THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of August 7, 2000 by and between OVERHILL FARMS, INC. , a Nevada corporation (herein called the "Purchaser") , and SSE MANUFACTURING, INC., a California corporation (herein called the "Seller"). AGREEMENT NOW, THEREFORE, in consideration of the mutual promises and agreements _____________ Overhill Farms, Inc. – registered mail, postage prepaid, or if sent by facsimile and addressed to the party to whom the same is given as follows: (a) In the case of the Purchaser: To: Overhill Farms, Inc. James Rudis P.O. Box 6017 Inglewood, California 90312-6017 Facsimile No. (310) 641-0461 With a copy to: Ross Arbiter, Esq. Freeman, Freeman & Smiley 3415 Sepulveda Blvd. _____________ dt 1410139 ; Treecon Resources Treecon Resources Inc
$34	Preview Subscribers	2003	Consulting Agreement Consulting Agreement (15K) Doc #1039088: Click preview link for longer preview. CONSULTING AGREEMENT THIS CONSULTING AGREEMENT, effective the 10th day of February, 2003, is entered into by and between Steinbrun, Hughes and Associates dba The Steinbrun Group (SHA), a California corporation with its principal place of business located in Santa Monica, California, and Overhill Farms, (Company) a Nevada Corporation having its principal place of business in Vernon, California. WHEREAS, the Company is desirous of engaging SHA to provide business consulting services; and WHEREAS, SHA is in the business of . . . 1039088	Overhill Farms Overhill Farms, Inc. ( Food Processing ) As referenced in this Consulting Agreement: Overhill Farms Inc. – shall be deemed given when delivered personally or three (3) days after mailing if sent by certified mail, postage prepaid, addressed to the parties as follows: THE COMPANY: James Rudis Overhill Farms Inc. 2727 East Vernon Avenue Vernon, CA 90058 SHA: John L. Steinbrun Steinbrun, Hughes and Associates 2444 Wilshire Blvd., Suite 414 Santa Monica, CA 90403 13. NONWAIVER. No delay or _____________ OVERHILL FARMS, INC. – assigns. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement this 10th day of February, 2003, to be effective as of the day and year first above written. OVERHILL FARMS, INC. By: /S/ JAMES RUDIS --------------------------------- Title: PRESIDENT STEINBRUN, HUGHES AND ASSOCIATES By: /S/ JOHN L. STEINBRUN --------------------------------- Title: PRESIDENT -5- </TEXT> </DOCUMENT> _____________ dt 1722870 ; Overhill Farms Overhill Farms, Inc. ( Food Processing ) As referenced in this Consulting Agreement: OVERHILL FARMS, INC. – assigns. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement this 10th day of February, 2003, to be effective as of the day and year first above written. OVERHILL FARMS, INC. By: /S/ JAMES RUDIS --------------------------------- Title: PRESIDENT STEINBRUN, HUGHES AND ASSOCIATES By: /S/ JOHN L. STEINBRUN --------------------------------- Title: PRESIDENT -5- </TEXT> </DOCUMENT> _____________ dt 1803667 ;	Overhill Farms Overhill Farms, Inc. ( Food Processing ) As referenced in this Consulting Agreement: Overhill Farms Inc. – shall be deemed given when delivered personally or three (3) days after mailing if sent by certified mail, postage prepaid, addressed to the parties as follows: THE COMPANY: James Rudis Overhill Farms Inc. 2727 East Vernon Avenue Vernon, CA 90058 SHA: John L. Steinbrun Steinbrun, Hughes and Associates 2444 Wilshire Blvd., Suite 414 Santa Monica, CA 90403 13. NONWAIVER. No delay or _____________ OVERHILL FARMS, INC. – assigns. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement this 10th day of February, 2003, to be effective as of the day and year first above written. OVERHILL FARMS, INC. By: /S/ JAMES RUDIS --------------------------------- Title: PRESIDENT STEINBRUN, HUGHES AND ASSOCIATES By: /S/ JOHN L. STEINBRUN --------------------------------- Title: PRESIDENT -5- </TEXT> </DOCUMENT> _____________ dt 1786836 ; Overhill Farms Overhill Farms, Inc. ( Food Processing ) As referenced in this Consulting Agreement: OVERHILL FARMS, INC. – assigns. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement this 10th day of February, 2003, to be effective as of the day and year first above written. OVERHILL FARMS, INC. By: /S/ JAMES RUDIS --------------------------------- Title: PRESIDENT STEINBRUN, HUGHES AND ASSOCIATES By: /S/ JOHN L. STEINBRUN --------------------------------- Title: PRESIDENT -5- </TEXT> </DOCUMENT> _____________ dt 1731737
$50	Preview Subscribers	2002	Intercreditor and Subordination Agreement [Amended and Restated] Intercreditor and Subordination Agreement [Amended and Restated] (59K) Doc #137407: Click preview link for longer preview. AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENT THIS AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENT ("Agreement") is entered into as of September [__], 2002, by and between LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership ("Subordinated Lender"), and UNION BANK OF CALIFORNIA, N.A. ("Senior Lender"). RECITALS A. Subordinated Lender and Senior Lender previously entered into that certain Intercreditor and Subordination Agreement dated as of November 24, 1999, as amended by that certain First Amendment to Intercreditor and Subordination Agreement dated as of August 23, 2000, and the Second Amendment to and Consent under Intercreditor and Subordination Agreement dated as of September 11, 2002 (collectively, "Existing Intercreditor Agreement"). B. In connection with the spin-off by Overhill Corporation (formerly known as Polyphase Corporation and to be known from and after the effective date of the spin-off as TreeCon Resources, Inc.), a Nevada corporation ("Parent"), of Overhill Farms, Inc., a Nevada corporation ("Debtor"), Subordinated Lender has agreed to amend and restate, among other things, that certain Secured Senior Subordinated Note Due 2004 dated November 24, 1999, as previously amended, made payable by Debtor to Subordinated Lender in the original principal amount of $28,000,000, as provided in that certain Amended and Restated Secured Senior Subordinated Note Due 2004 dated as of November 24, 1999, as amended and restated as of September [__], 2002[, in the principal amount of $[28,000,000]] (as amended from time to time, the "Senior Subordinated Note"), pursuant to that certain Amended and Restated Securities Purchase Agreement dated as of September [__], 2002, by and among Debtor, the entities from time to time parties thereto as "Guarantors" (including Overhill L.C. Ventures, Inc., a California corporation ("LCV")), and Subordinated Lender (as amended from time to time, the "Securities Purchase Agreement"). C. In addition, in connection with the spin-off Senior Lender has agreed to continued to provide certain financial accommodations to Debtor pursuant to that certain Amended and Restated Loan and Security Agreement dated as of September [__], 2002 (as amended, the "Senior Loan Agreement"). D. Senior Lender is unwilling to enter into the Senior Loan Agreement and related documents unless Subordinated Lender continues to subordinate its claims and security interests in the manner set forth in this Agreement. Subordinated Lender is 1 {PAGE} unwilling to enter into the Securities Purchase Agreement and related documents unless Senior Lender agrees to the terms of this Agreement set forth below. E. Subordinated Lender hereby acknowledges and affirms that Senior Lender's financial accommodations to Debtor constitute valuable consideration to Subordinated Lender. Senior Lender hereby acknowledges and affirms that Subordinated Lender's financial accommodations to Debtor constitute valuable consideration to Senior Lender. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce Senior Lender to provide its credit facility to Debtor and to induce Subordinated Lender to purchase the Senior Subordinated Note from Debtor, the parties hereto agree to amend and restate the Existing Intercreditor Agreement as follows: 1. Definitions. Unless otherwise defined in this Agreement, capitalized terms and matters of construction defined or established in Schedule A to the Senior Loan Agreement shall be applied herein as defined or established therein. As used in this Agreement the following terms shall have the following respective meanings: "Allowed Payments" shall mean (a) regularly scheduled payments of interest (including default interest payable to Subordinated Lender pursuant to the Subordinated Loan Documents) when due under the Senior Subordinated Note, (b) payments of principal pursuant to Section 5(b) of the Senior Subordinated Note, (c) reimbursements of reasonable out-of-pocket expenses of Subordinated Lender to the extent permitted under Section 7.6 of the Securities Purchase Agreement and Section 15 of the Senior Subordinated Note, (d) regularly scheduled payments of the Consulting Fee pursuant to Section 1.6 of that certain Amended and Restated Investor Rights Agreement by and among Debtor and Subordinated Lender dated September [__], 2002 (as amended, the "Investor Rights Agreement"), (e) payment of the outstanding principal amount of the Senior Subordinated Note on the Maturity Date (as defined in the Senior Subordinated Note), (f) repayment of the outstanding amount of the Subordinated Debt upon a Permitted Subordinated Note Refinancing, (g) payment of closing fees to Subordinated Lender that have been consented to by Senior Lender (including those described under Section 7.5 of the Securities Purchase Agreement to which Senior Lender has consented), and (h) payment of the "Fifth Amendment Restructuring Fee" as provided for, and as defined in, Section 8.23 of the Securities Purchase Agreement; provided, that prepayments of the Subordinated Indebtedness or payments resulting from either the breach of any covenant or warranty contained in the Subordinated Loan Documents (other than default interest payable to Subordinated Lender pursuant to the Subordinated Loan Documents) or the acceleration of any amounts due thereunder shall not constitute Allowed Payments. "Blockage Period" shall mean a period of 180 days (or 90 days as expressly provided in Section 7(c) of this Agreement) commencing on the date on which Subordinated Lender receives a Payment Blockage Notice from Senior Lender. 137407	Overhill Farms Overhill Farms, Inc. ( Food Processing ) As referenced in this Intercreditor and Subordination Agreement [Amended and Restated]: Overhill Farms, Inc. – Overhill Corporation (formerly known as Polyphase Corporation and to be known from and after the effective date of the spin-off as TreeCon Resources, Inc.), a Nevada corporation ("Parent"), of Overhill Farms, Inc. , a Nevada corporation ("Debtor"), Subordinated Lender has agreed to amend and restate, among other things, that certain Secured Senior Subordinated Note Due 2004 dated November 24, 1999, as previously _____________ OVERHILL FARMS, INC. – and not to make any payments to Subordinated Lender that are not expressly permitted under Sections 6 and 7 of the Intercreditor Agreement. Dated as of September [__], 2002. "Debtor" OVERHILL FARMS, INC. By:_____________________________________________ James Rudis President and Chief Executive Officer By:_____________________________________________ Richard A. Horvath Vice President and Chief Financial Officer Address: 2727 E. Vernon Avenue Vernon, CA 90058-1822 _____________ dt 1398028 ; Overhill Farms Overhill Farms, Inc. ( Food Processing ) As referenced in this Intercreditor and Subordination Agreement [Amended and Restated]: Overhill Farms, Inc. – Overhill Corporation (formerly known as Polyphase Corporation and to be known from and after the effective date of the spin-off as TreeCon Resources, Inc.), a Nevada corporation ("Parent"), of Overhill Farms, Inc. , a Nevada corporation ("Debtor"), Subordinated Lender has agreed to amend and restate, among other things, that certain Secured Senior Subordinated Note Due 2004 dated November 24, 1999, as previously _____________ OVERHILL FARMS, INC. – and not to make any payments to Subordinated Lender that are not expressly permitted under Sections 6 and 7 of the Intercreditor Agreement. Dated as of September [__], 2002. "Debtor" OVERHILL FARMS, INC. By:_____________________________________________ James Rudis President and Chief Executive Officer By:_____________________________________________ Richard A. Horvath Vice President and Chief Financial Officer Address: 2727 E. Vernon Avenue Vernon, CA 90058-1822 _____________ dt 1324609 ; Overhill Farms Overhill Farms, Inc. ( Food Processing ) As referenced in this Intercreditor and Subordination Agreement [Amended and Restated]: Overhill Farms, Inc. – Overhill Corporation (formerly known as Polyphase Corporation and to be known from and after the effective date of the spin-off as TreeCon Resources, Inc.), a Nevada corporation ("Parent"), of Overhill Farms, Inc. , a Nevada corporation ("Debtor"), Subordinated Lender has agreed to amend and restate, among other things, that certain Secured Senior Subordinated Note Due 2004 dated November 24, 1999, as previously _____________ OVERHILL FARMS, INC. – and not to make any payments to Subordinated Lender that are not expressly permitted under Sections 6 and 7 of the Intercreditor Agreement. Dated as of September [__], 2002. "Debtor" OVERHILL FARMS, INC. By:_____________________________________________ James Rudis President and Chief Executive Officer By:_____________________________________________ Richard A. Horvath Vice President and Chief Financial Officer Address: 2727 E. Vernon Avenue Vernon, CA 90058-1822 _____________ dt 1541151 ;	Overhill Farms Overhill Farms, Inc. ( Food Processing ) As referenced in this Intercreditor and Subordination Agreement [Amended and Restated]: Overhill Farms, Inc. – Overhill Corporation (formerly known as Polyphase Corporation and to be known from and after the effective date of the spin-off as TreeCon Resources, Inc.), a Nevada corporation ("Parent"), of Overhill Farms, Inc. , a Nevada corporation ("Debtor"), Subordinated Lender has agreed to amend and restate, among other things, that certain Secured Senior Subordinated Note Due 2004 dated November 24, 1999, as previously _____________ OVERHILL FARMS, INC. – and not to make any payments to Subordinated Lender that are not expressly permitted under Sections 6 and 7 of the Intercreditor Agreement. Dated as of September [__], 2002. "Debtor" OVERHILL FARMS, INC. By:_____________________________________________ James Rudis President and Chief Executive Officer By:_____________________________________________ Richard A. Horvath Vice President and Chief Financial Officer Address: 2727 E. Vernon Avenue Vernon, CA 90058-1822 _____________ dt 1410122 ; Union Bank of CA Union Bank of California, NA ( Financial ) As referenced in this Intercreditor and Subordination Agreement [Amended and Restated]: UNION BANK OF CALIFORNIA, – into as of September [__], 2002, by and between LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership ("Subordinated Lender"), and UNION BANK OF CALIFORNIA, N.A. ("Senior Lender"). RECITALS A. Subordinated Lender and Senior Lender previously entered into that certain Intercreditor and Subordination Agreement dated as _____________ UNION BANK OF CALIFORNIA, – of the Stars, #900 Los Angeles, CA 90067 Attn: Mitchell S. Cohen, Esq. [SIGNATURES CONTINUED] Facsimile: (310) 203-7199 17 {PAGE} "Senior Lender" UNION BANK OF CALIFORNIA, N.A. By: _________________________________________ Name:________________________________________ Title:_______________________________________ Address: Union Bank of California, N.A. Commercial Finance Division 445 South Figueroa Street _____________ Union Bank of California, – SIGNATURES CONTINUED] Facsimile: (310) 203-7199 17 {PAGE} "Senior Lender" UNION BANK OF CALIFORNIA, N.A. By: _________________________________________ Name:________________________________________ Title:_______________________________________ Address: Union Bank of California, N.A. Commercial Finance Division 445 South Figueroa Street Los Angeles, CA 90071-1602 Attn: Commercial Finance Division Manager Facsimile: (213) 236- _____________ dt 147206 ; More...
$39	Preview Subscribers	2003	Intercreditor and Subordination Agreement [Amended and Restated No. 2] Intercreditor and Subordination Agreement [Amended and Restated No. 2] (27K) Doc #178298: Click preview link for longer preview. SECOND AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENT THIS SECOND AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENT is entered into as of the 16th day of April 2003 (this Agreement), by and between LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership (Subordinated Lender), and PLEASANT STREET INVESTORS, LLC, a California limited liability company, as the assignee of UBOC (as defined below) (Senior Lender). RECITALS A. Subordinated Lender and Union Bank of California, N.A. (UBOC) are party to that certain Amended and Restated Intercreditor and Subordination Agreement dated as of October 29, 2002, as amended by a First Amendment to Amended and Restated Intercreditor and Subordination Agreement dated as of November 22, 2002, a Second Amendment to Amended and Restated Intercreditor and Subordination Agreement dated as of December 20, 2002, and a Third Amendment to Amended and Restated Intercreditor and Subordination dated as of April 4, 2003 (as so amended, the Existing Intercreditor Agreement), with respect to indebtedness owing by OVERHILL FARMS, INC., a Nevada corporation (the Company) and its subsidiaries to UBOC and Subordinated Lender. B. Concurrently herewith, pursuant to an Agreement of Purchase and Sale dated of even date herewith (the Purchase Agreement) between UBOC, as Assignor, and Senior Lender, as Assignee, UBOC is selling, assigning and transferring to Senior Lender, and Senior Lender is purchasing and assuming from UBOC, in each case without recourse or representation or warranty except as provided for therein, all of the Assignors right, title and interest in, to and under the Loan Documents and the other Assigned Interests (as defined therein), including, without limitation, the Existing Intercreditor Agreement. C. In addition, concurrently herewith, the Senior Lender, as the assignee of UBOC, the Company and Overhill L.C. Ventures, Inc., a California corporation (LCV) are entering into a Second Amended and Restated Loan and Security Agreement dated of even date herewith (as amended from time to time, the Senior Loan Agreement) pursuant to which, among other things, the parties thereto are amending and restating the Existing Senior Loan Agreement and Senior Lender is making additional loans to the Company, all on the terms and subject to the conditions set forth therein. D. In addition, concurrently herewith, the Company, LCV and Subordinated Lender are entering into a Second Amended and Restated Securities Purchase Agreement dated of even date herewith (as amended from time to time, the Securities Purchase Agreement), pursuant to which, among other things, the parties thereto are amending and restating that certain Amended and Restated Securities Purchase Agreement dated as of October 29, 2002, as amended by a First Amendment to Securities Purchase Agreement dated as of April 4, 2003. E. Subordinated Lender hereby acknowledges and affirms that Senior Lenders financial accommodations to Debtor constitute valuable consideration to Subordinated Lender. Senior Lender hereby acknowledges and affirms that Subordinated Lenders financial accommodations to Debtor constitute valuable consideration to Senior Lender. G. The parties acknowledge that, concurrently herewith, Debtor is deemed to have repaid in full that certain Secured Senior Subordinated Bridge Note dated April 4, 2003, in the principal amount of $3,000,000, made payable by Debtor in favor of Subordinated Lender (the Subordinated Bridge Note), as provided in that certain Agreement Regarding Repayment of Bridge Note dated of even date herewith. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce Senior Lender to enter into the Senior Loan Agreement and provide additional loans to Debtor and to induce Subordinated Lender to enter into the Securities Purchase Agreement, the parties hereby agree to amend and restate the Existing Intercreditor Agreement as follows: 1. Definitions. Unless otherwise defined in this Agreement, capitalized terms and matters of construction defined or established in Schedule A to the Senior Loan Agreement shall be applied herein as defined or established therein. As used in this Agreement the following terms shall have the following respective meanings: Collateral shall mean all property of Debtor, real or personal, tangible or intangible, now existing or hereafter acquired, that is or may at any time be or become subject to a lien in favor of Senior Lender to secure the Senior Indebtedness. Existing Senior Loan Agreement shall mean that certain Amended and Restated Loan and Security Agreement dated as of October 29, 2002, among the Company, LCV and UBOC, as amended by a First Amendment to Amended and Restated Loan and Security Agreement dated as of November 22, 2002, a Second Amendment to Amended and Restated Loan and Security Agreement dated as of December 20, 2002, and a Third Amendment to Amended and Restated Loan and Security Agreement dated as of April 4, 2003. Insolvency Proceeding shall mean any liquidation, bankruptcy, receivership, assignment for the benefit of creditors, or any other judicial, equitable, or administrative action or proceeding commenced by or against a Person or any of its assets or property under federal or state law and involving the adjustment, restructuring, or liquidation of any or all of the assets, obligations, business, or property of such Person. Lien means, with respect to any property, any security deed, mortgage, deed to secure debt, deed of trust, lien, pledge, assignment, charge, security interest, title retention agreement, negative pledge, levy, execution, seizure, attachment, garnishment, or other encumbrance of any kind in respect of such property, whether or not choate, vested, or perfected. Person shall mean any individual, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, limited 178298	Overhill Farms Overhill Farms, Inc. ( Food Processing ) As referenced in this Intercreditor and Subordination Agreement [Amended and Restated No. 2]: OVERHILL FARMS, INC. – and a Third Amendment to Amended and Restated Intercreditor and Subordination dated as of April 4, 2003 (as so amended, the Existing Intercreditor Agreement), with respect to indebtedness owing by OVERHILL FARMS, INC. , a Nevada corporation (the Company) and its subsidiaries to UBOC and Subordinated Lender. B. Concurrently herewith, pursuant to an Agreement of Purchase and Sale dated of even date herewith ( _____________ OVERHILL FARMS, INC. – other provisions specified therein, and not to make any payments to Subordinated Lender that are not expressly permitted under Sections 6 and 7 thereof. Dated as of April , 2003 DEBTOR OVERHILL FARMS, INC. By: /s/ JAMES RUDIS James Rudis President and Chief Executive Officer By: /s/ JOHN STEINBRUN John Steinbrun Vice President and Chief Financial Officer Address: 2727 E. Vernon Avenue Vernon, _____________ dt 1398037 ; Overhill Farms Overhill Farms, Inc. ( Food Processing ) As referenced in this Intercreditor and Subordination Agreement [Amended and Restated No. 2]: OVERHILL FARMS, INC. – and a Third Amendment to Amended and Restated Intercreditor and Subordination dated as of April 4, 2003 (as so amended, the Existing Intercreditor Agreement), with respect to indebtedness owing by OVERHILL FARMS, INC. , a Nevada corporation (the Company) and its subsidiaries to UBOC and Subordinated Lender. B. Concurrently herewith, pursuant to an Agreement of Purchase and Sale dated of even date herewith ( _____________ OVERHILL FARMS, INC. – other provisions specified therein, and not to make any payments to Subordinated Lender that are not expressly permitted under Sections 6 and 7 thereof. Dated as of April , 2003 DEBTOR OVERHILL FARMS, INC. By: /s/ JAMES RUDIS James Rudis President and Chief Executive Officer By: /s/ JOHN STEINBRUN John Steinbrun Vice President and Chief Financial Officer Address: 2727 E. Vernon Avenue Vernon, _____________ dt 1324618 ; Overhill Farms Overhill Farms, Inc. ( Food Processing ) As referenced in this Intercreditor and Subordination Agreement [Amended and Restated No. 2]: OVERHILL FARMS, INC. – and a Third Amendment to Amended and Restated Intercreditor and Subordination dated as of April 4, 2003 (as so amended, the Existing Intercreditor Agreement), with respect to indebtedness owing by OVERHILL FARMS, INC. , a Nevada corporation (the Company) and its subsidiaries to UBOC and Subordinated Lender. B. Concurrently herewith, pursuant to an Agreement of Purchase and Sale dated of even date herewith ( _____________ OVERHILL FARMS, INC. – other provisions specified therein, and not to make any payments to Subordinated Lender that are not expressly permitted under Sections 6 and 7 thereof. Dated as of April , 2003 DEBTOR OVERHILL FARMS, INC. By: /s/ JAMES RUDIS James Rudis President and Chief Executive Officer By: /s/ JOHN STEINBRUN John Steinbrun Vice President and Chief Financial Officer Address: 2727 E. Vernon Avenue Vernon, _____________ dt 1541160 ;	Overhill Farms Overhill Farms, Inc. ( Food Processing ) As referenced in this Intercreditor and Subordination Agreement [Amended and Restated No. 2]: OVERHILL FARMS, INC. – and a Third Amendment to Amended and Restated Intercreditor and Subordination dated as of April 4, 2003 (as so amended, the Existing Intercreditor Agreement), with respect to indebtedness owing by OVERHILL FARMS, INC. , a Nevada corporation (the Company) and its subsidiaries to UBOC and Subordinated Lender. B. Concurrently herewith, pursuant to an Agreement of Purchase and Sale dated of even date herewith ( _____________ OVERHILL FARMS, INC. – other provisions specified therein, and not to make any payments to Subordinated Lender that are not expressly permitted under Sections 6 and 7 thereof. Dated as of April , 2003 DEBTOR OVERHILL FARMS, INC. By: /s/ JAMES RUDIS James Rudis President and Chief Executive Officer By: /s/ JOHN STEINBRUN John Steinbrun Vice President and Chief Financial Officer Address: 2727 E. Vernon Avenue Vernon, _____________ dt 1410131 ; Union Bank of CA Union Bank of California, NA ( Financial ) As referenced in this Intercreditor and Subordination Agreement [Amended and Restated No. 2]: Union Bank of California, – STREET INVESTORS, LLC, a California limited liability company, as the assignee of UBOC (as defined below) (Senior Lender). RECITALS A. Subordinated Lender and Union Bank of California, N.A. (UBOC) are party to that certain Amended and Restated Intercreditor and Subordination Agreement dated as of October 29, 2002, as _____________ dt 147256 ; More...
$34	Preview Subscribers	2000	Master CO-Pack Agreement Master CO-Pack Agreement (28K) Doc #1606297: Click preview link for longer preview. SCHEDULE H MASTER CO-PACK AGREEMENT ------------------------ THIS AGREEMENT ("Agreement") is entered into as of August 7, 2000, by and between Schwan's Sales Enterprises, Inc., a Minnesota corporation, its affiliates and subsidiaries, with its corporate offices located at 115 West College Drive, Marshall, MN, 56258 (hereinafter referred to as "SCHWAN'S"), and Overhill Farms, Inc. a Nevada corporation, located at 5730 Uplander Way, Suite 201, Culver City, California 90230-6617 ( . . . 1606297	Overhill Farms Overhill Farms, Inc. ( Food Processing ) As referenced in this Master CO-Pack Agreement: Overhill Farms, Inc. – Sales Enterprises, Inc., a Minnesota corporation, its affiliates and subsidiaries, with its corporate offices located at 115 West College Drive, Marshall, MN, 56258 (hereinafter referred to as "SCHWAN'S"), and Overhill Farms, Inc. a Nevada corporation, located at 5730 Uplander Way, Suite 201, Culver City, California 90230-6617 (hereinafter referred to as "CO- PACKER"). SCHWAN'S desires that CO-PACKER produce for _____________ Overhill Farms, Inc. – or via facsimile to the other at the last designated address of the other party. Notices shall be sent to the parties at the following designated address: To CO-PACKER: Overhill Farms, Inc. 5730 Uplander Way, Suite 201 Culver City, CA 90230-6617 Attn: Andy Horvath, Vice President Fax: 310-645-3914 and Freeman, Freeman & Smiley 3415 Sepuvelda Boulevard Los Angeles, CA _____________ OVERHILL FARMS, INC. – clearly understood by both parties to be an amendment or waiver. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. OVERHILL FARMS, INC. , SCHWAN'S SALES ENTERPRISES, INC. ("CO-PACKER") ("SCHWAN'S") By: By: --------------------------- --------------------------- Title: Title: ------------------------ ------------------------ _____________ dt 1722873 ; Overhill Farms Overhill Farms, Inc. ( Food Processing ) As referenced in this Master CO-Pack Agreement: Overhill Farms, Inc. – Sales Enterprises, Inc., a Minnesota corporation, its affiliates and subsidiaries, with its corporate offices located at 115 West College Drive, Marshall, MN, 56258 (hereinafter referred to as "SCHWAN'S"), and Overhill Farms, Inc. a Nevada corporation, located at 5730 Uplander Way, Suite 201, Culver City, California 90230-6617 (hereinafter referred to as "CO- PACKER"). SCHWAN'S desires that CO-PACKER produce for _____________ Overhill Farms, Inc. – or via facsimile to the other at the last designated address of the other party. Notices shall be sent to the parties at the following designated address: To CO-PACKER: Overhill Farms, Inc. 5730 Uplander Way, Suite 201 Culver City, CA 90230-6617 Attn: Andy Horvath, Vice President Fax: 310-645-3914 and Freeman, Freeman & Smiley 3415 Sepuvelda Boulevard Los Angeles, CA _____________ OVERHILL FARMS, INC. – clearly understood by both parties to be an amendment or waiver. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. OVERHILL FARMS, INC. , SCHWAN'S SALES ENTERPRISES, INC. ("CO-PACKER") ("SCHWAN'S") By: By: --------------------------- --------------------------- Title: Title: ------------------------ ------------------------ _____________ dt 1803670 ; Overhill Farms Overhill Farms, Inc. ( Food Processing ) As referenced in this Master CO-Pack Agreement: Overhill Farms, Inc. – Sales Enterprises, Inc., a Minnesota corporation, its affiliates and subsidiaries, with its corporate offices located at 115 West College Drive, Marshall, MN, 56258 (hereinafter referred to as "SCHWAN'S"), and Overhill Farms, Inc. a Nevada corporation, located at 5730 Uplander Way, Suite 201, Culver City, California 90230-6617 (hereinafter referred to as "CO- PACKER"). SCHWAN'S desires that CO-PACKER produce for _____________ Overhill Farms, Inc. – or via facsimile to the other at the last designated address of the other party. Notices shall be sent to the parties at the following designated address: To CO-PACKER: Overhill Farms, Inc. 5730 Uplander Way, Suite 201 Culver City, CA 90230-6617 Attn: Andy Horvath, Vice President Fax: 310-645-3914 and Freeman, Freeman & Smiley 3415 Sepuvelda Boulevard Los Angeles, CA _____________ OVERHILL FARMS, INC. – clearly understood by both parties to be an amendment or waiver. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. OVERHILL FARMS, INC. , SCHWAN'S SALES ENTERPRISES, INC. ("CO-PACKER") ("SCHWAN'S") By: By: --------------------------- --------------------------- Title: Title: ------------------------ ------------------------ _____________ dt 1786839 ;	Overhill Farms Overhill Farms, Inc. ( Food Processing ) As referenced in this Master CO-Pack Agreement: Overhill Farms, Inc. – Sales Enterprises, Inc., a Minnesota corporation, its affiliates and subsidiaries, with its corporate offices located at 115 West College Drive, Marshall, MN, 56258 (hereinafter referred to as "SCHWAN'S"), and Overhill Farms, Inc. a Nevada corporation, located at 5730 Uplander Way, Suite 201, Culver City, California 90230-6617 (hereinafter referred to as "CO- PACKER"). SCHWAN'S desires that CO-PACKER produce for _____________ Overhill Farms, Inc. – or via facsimile to the other at the last designated address of the other party. Notices shall be sent to the parties at the following designated address: To CO-PACKER: Overhill Farms, Inc. 5730 Uplander Way, Suite 201 Culver City, CA 90230-6617 Attn: Andy Horvath, Vice President Fax: 310-645-3914 and Freeman, Freeman & Smiley 3415 Sepuvelda Boulevard Los Angeles, CA _____________ OVERHILL FARMS, INC. – clearly understood by both parties to be an amendment or waiver. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. OVERHILL FARMS, INC. , SCHWAN'S SALES ENTERPRISES, INC. ("CO-PACKER") ("SCHWAN'S") By: By: --------------------------- --------------------------- Title: Title: ------------------------ ------------------------ _____________ dt 1731740 ; Treecon Resources Treecon Resources Inc
$41	Preview Subscribers	2003	Agreement Regarding Repayment of Bridge Note Agreement Regarding Repayment of Bridge Note (6K) Doc #178598: Click preview link for longer preview. AGREEMENT REGARDING REPAYMENT OF BRIDGE NOTE THIS AGREEMENT REGARDING REPAYMENT OF BRIDGE NOTE is made and entered into as of the 16th day of April 2003 (this Agreement), by and among OVERHILL FARMS, INC., a Nevada corporation (the Company), OVERHILL L.C. VENTURES, INC., a California corporation (Overhill Ventures), LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership (the Purchaser), and PLEASANT STREET INVESTORS, LLC, a California limited liability company (the New Senior Lender). R E C I T A L S A. The Company, the entities from time to time parties thereto as Guarantors (including Overhill Ventures) and the Purchaser are parties to that certain Amended and Restated Securities Purchase Agreement dated as of October 29, 2002 (the First Amended and Restated Securities Purchase Agreement), pursuant to which, among other things, (i) the parties thereto amended and restated the Original Securities Purchase Agreement, the Original Note, the Original Warrant and certain other Original Investment Documents and (ii) the Purchaser consented to the Spin-Off Related Matters, all on the terms and subject to the conditions set forth in the First Amended and Restated Securities Purchase Agreement and the other Investment Documents. B. Pursuant to a First Amendment to Securities Purchase Agreement dated as of April 4, 2003 (the First Amendment), (i) the Purchaser waived certain Specified Events of Default (as defined therein), (ii) the Company issued and sold to the Purchaser, and the Purchaser purchased from the Company, that certain Secured Senior Subordinated Bridge Note dated April 4, 2003, in the principal amount of $3,000,000 (the April 2003 Bridge Note), and the April 2003 Shares and (iii) the parties amended the First Amended and Restated Securities Purchase Agreement, all on the terms and subject to the conditions set forth therein. The outstanding principal balance of the April 2003 Bridge Note as of the date hereof is $3,000,000 (the Bridge Note Principal). Unless otherwise indicated, all capitalized terms used and not defined herein have the meanings set forth in the First Amended and Restated Securities Purchase Agreement, as amended by the First Amendment. C. Concurrently herewith, the New Senior Lender, as the assignee of Union Bank of California, N.A. (UBOC), the Company and Overhill Ventures are entering into a Second Amended and Restated Loan and Security Agreement dated of even date herewith (the New Senior Loan Agreement) pursuant to which, among other things, the parties thereto are amending and restating the Amended and Restated Loan and Security Agreement dated as of October 29, 2002, as previously amended, among the Company, Overhill Ventures and UBOC, and the New Senior Lender is making additional loans to the Company, all on the terms and subject to the conditions set forth therein. D. The parties hereto wish to memorialize their understanding and agreement with respect to the deemed repayment of the Bridge Note Principal with certain proceeds borrowed by the Company under the New Senior Loan Agreement. A G R E E M E N T NOW, THEREFORE, in consideration of the foregoing and the mutual premises, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 178598	Overhill Farms Overhill Farms, Inc. ( Food Processing ) As referenced in this Agreement Regarding Repayment of Bridge Note: OVERHILL FARMS, INC. – REGARDING REPAYMENT OF BRIDGE NOTE THIS AGREEMENT REGARDING REPAYMENT OF BRIDGE NOTE is made and entered into as of the 16th day of April 2003 (this Agreement), by and among OVERHILL FARMS, INC. , a Nevada corporation (the Company), OVERHILL L.C. VENTURES, INC., a California corporation (Overhill Ventures), LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership (the Purchaser), and _____________ OVERHILL FARMS, INC. – Investment Document. -2- IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized officers as of the first date written above. COMPANY OVERHILL FARMS, INC. , a Nevada corporation By: /s/ James Rudis James Rudis President and Chief Executive Officer OVERHILL VENTURES OVERHILL L.C. VENTURES, INC., a California corporation By: /s/ James Rudis James _____________ dt 1398039 ; Overhill Farms Overhill Farms, Inc. ( Food Processing ) As referenced in this Agreement Regarding Repayment of Bridge Note: OVERHILL FARMS, INC. – REGARDING REPAYMENT OF BRIDGE NOTE THIS AGREEMENT REGARDING REPAYMENT OF BRIDGE NOTE is made and entered into as of the 16th day of April 2003 (this Agreement), by and among OVERHILL FARMS, INC. , a Nevada corporation (the Company), OVERHILL L.C. VENTURES, INC., a California corporation (Overhill Ventures), LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership (the Purchaser), and _____________ OVERHILL FARMS, INC. – Investment Document. -2- IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized officers as of the first date written above. COMPANY OVERHILL FARMS, INC. , a Nevada corporation By: /s/ James Rudis James Rudis President and Chief Executive Officer OVERHILL VENTURES OVERHILL L.C. VENTURES, INC., a California corporation By: /s/ James Rudis James _____________ dt 1324620 ; Overhill Farms Overhill Farms, Inc. ( Food Processing ) As referenced in this Agreement Regarding Repayment of Bridge Note: OVERHILL FARMS, INC. – REGARDING REPAYMENT OF BRIDGE NOTE THIS AGREEMENT REGARDING REPAYMENT OF BRIDGE NOTE is made and entered into as of the 16th day of April 2003 (this Agreement), by and among OVERHILL FARMS, INC. , a Nevada corporation (the Company), OVERHILL L.C. VENTURES, INC., a California corporation (Overhill Ventures), LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership (the Purchaser), and _____________ OVERHILL FARMS, INC. – Investment Document. -2- IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized officers as of the first date written above. COMPANY OVERHILL FARMS, INC. , a Nevada corporation By: /s/ James Rudis James Rudis President and Chief Executive Officer OVERHILL VENTURES OVERHILL L.C. VENTURES, INC., a California corporation By: /s/ James Rudis James _____________ dt 1541162 ;	Overhill Farms Overhill Farms, Inc. ( Food Processing ) As referenced in this Agreement Regarding Repayment of Bridge Note: OVERHILL FARMS, INC. – REGARDING REPAYMENT OF BRIDGE NOTE THIS AGREEMENT REGARDING REPAYMENT OF BRIDGE NOTE is made and entered into as of the 16th day of April 2003 (this Agreement), by and among OVERHILL FARMS, INC. , a Nevada corporation (the Company), OVERHILL L.C. VENTURES, INC., a California corporation (Overhill Ventures), LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership (the Purchaser), and _____________ OVERHILL FARMS, INC. – Investment Document. -2- IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized officers as of the first date written above. COMPANY OVERHILL FARMS, INC. , a Nevada corporation By: /s/ James Rudis James Rudis President and Chief Executive Officer OVERHILL VENTURES OVERHILL L.C. VENTURES, INC., a California corporation By: /s/ James Rudis James _____________ dt 1410133 ; Union Bank of CA Union Bank of California, NA ( Financial ) As referenced in this Agreement Regarding Repayment of Bridge Note: Union Bank of California, – Amended and Restated Securities Purchase Agreement, as amended by the First Amendment. C. Concurrently herewith, the New Senior Lender, as the assignee of Union Bank of California, N.A. (UBOC), the Company and Overhill Ventures are entering into a Second Amended and Restated Loan and Security Agreement dated of _____________ dt 147257 ; More...
$41	Preview Subscribers	2003	Agreement Regarding Repayment of Bridge Note Agreement Regarding Repayment of Bridge Note (7K) Doc #178602: Click preview link for longer preview. AGREEMENT REGARDING REPAYMENT OF BRIDGE NOTE THIS AGREEMENT REGARDING REPAYMENT OF BRIDGE NOTE is made and entered into as of the 16th day of April 2003 (this Agreement), by and among OVERHILL FARMS, INC., a Nevada corporation (the Company), OVERHILL L.C. VENTURES, INC., a California corporation (Overhill Ventures), LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership (the Purchaser), and PLEASANT STREET INVESTORS, LLC, a California limited liability company (the New Senior Lender). R E C I T A L S A. The Company, the entities from time to time parties thereto as Guarantors (including Overhill Ventures) and the Purchaser are parties to that certain Amended and Restated Securities Purchase Agreement dated as of October 29, 2002 (the First Amended and Restated Securities Purchase Agreement), pursuant to which, among other things, (i) the parties thereto amended and restated the Original Securities Purchase Agreement, the Original Note, the Original Warrant and certain other Original Investment Documents and (ii) the Purchaser consented to the Spin-Off Related Matters, all on the terms and subject to the conditions set forth in the First Amended and Restated Securities Purchase Agreement and the other Investment Documents. B. Pursuant to a First Amendment to Securities Purchase Agreement dated as of April 4, 2003 (the First Amendment), (i) the Purchaser waived certain Specified Events of Default (as defined therein), (ii) the Company issued and sold to the Purchaser, and the Purchaser purchased from the Company, that certain Secured Senior Subordinated Bridge Note dated April 4, 2003, in the principal amount of $3,000,000 (the April 2003 Bridge Note), and the April 2003 Shares and (iii) the parties amended the First Amended and Restated Securities Purchase Agreement, all on the terms and subject to the conditions set forth therein. The outstanding principal balance of the April 2003 Bridge Note as of the date hereof is $3,000,000 (the Bridge Note Principal). Unless otherwise indicated, all capitalized terms used and not defined herein have the meanings set forth in the First Amended and Restated Securities Purchase Agreement, as amended by the First Amendment. C. Concurrently herewith, the New Senior Lender, as the assignee of Union Bank of California, N.A. (UBOC), the Company and Overhill Ventures are entering into a Second Amended and Restated Loan and Security Agreement dated of even date herewith (the New Senior Loan Agreement) pursuant to which, among other things, the parties thereto are amending and restating the Amended and Restated Loan and Security Agreement dated as of October 29, 2002, as previously amended, among the Company, Overhill Ventures and UBOC, and the New Senior Lender is making additional loans to the Company, all on the terms and subject to the conditions set forth therein. D. The parties hereto wish to memorialize their understanding and agreement with respect to the deemed repayment of the Bridge Note Principal with certain proceeds borrowed by the Company under the New Senior Loan Agreement. A G R E E M E N T NOW, THEREFORE, in consideration of the foregoing and the mutual premises, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 178602	Overhill Farms Overhill Farms, Inc. ( Food Processing ) As referenced in this Agreement Regarding Repayment of Bridge Note: OVERHILL FARMS, INC. – REGARDING REPAYMENT OF BRIDGE NOTE THIS AGREEMENT REGARDING REPAYMENT OF BRIDGE NOTE is made and entered into as of the 16th day of April 2003 (this Agreement), by and among OVERHILL FARMS, INC. , a Nevada corporation (the Company), OVERHILL L.C. VENTURES, INC., a California corporation (Overhill Ventures), LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership (the Purchaser), and _____________ OVERHILL FARMS, INC. – Investment Document. 2 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized officers as of the first date written above. COMPANY OVERHILL FARMS, INC. , a Nevada corporation By: /s/ JAMES RUDIS James Rudis President and Chief Executive Officer OVERHILL VENTURES OVERHILL L.C. VENTURES, INC., a California corporation By: /s/ JAMES RUDIS James _____________ dt 1398041 ; Overhill Farms Overhill Farms, Inc. ( Food Processing ) As referenced in this Agreement Regarding Repayment of Bridge Note: OVERHILL FARMS, INC. – REGARDING REPAYMENT OF BRIDGE NOTE THIS AGREEMENT REGARDING REPAYMENT OF BRIDGE NOTE is made and entered into as of the 16th day of April 2003 (this Agreement), by and among OVERHILL FARMS, INC. , a Nevada corporation (the Company), OVERHILL L.C. VENTURES, INC., a California corporation (Overhill Ventures), LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership (the Purchaser), and _____________ OVERHILL FARMS, INC. – Investment Document. 2 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized officers as of the first date written above. COMPANY OVERHILL FARMS, INC. , a Nevada corporation By: /s/ JAMES RUDIS James Rudis President and Chief Executive Officer OVERHILL VENTURES OVERHILL L.C. VENTURES, INC., a California corporation By: /s/ JAMES RUDIS James _____________ dt 1324622 ; Overhill Farms Overhill Farms, Inc. ( Food Processing ) As referenced in this Agreement Regarding Repayment of Bridge Note: OVERHILL FARMS, INC. – REGARDING REPAYMENT OF BRIDGE NOTE THIS AGREEMENT REGARDING REPAYMENT OF BRIDGE NOTE is made and entered into as of the 16th day of April 2003 (this Agreement), by and among OVERHILL FARMS, INC. , a Nevada corporation (the Company), OVERHILL L.C. VENTURES, INC., a California corporation (Overhill Ventures), LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership (the Purchaser), and _____________ OVERHILL FARMS, INC. – Investment Document. 2 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized officers as of the first date written above. COMPANY OVERHILL FARMS, INC. , a Nevada corporation By: /s/ JAMES RUDIS James Rudis President and Chief Executive Officer OVERHILL VENTURES OVERHILL L.C. VENTURES, INC., a California corporation By: /s/ JAMES RUDIS James _____________ dt 1541164 ;	Overhill Farms Overhill Farms, Inc. ( Food Processing ) As referenced in this Agreement Regarding Repayment of Bridge Note: OVERHILL FARMS, INC. – REGARDING REPAYMENT OF BRIDGE NOTE THIS AGREEMENT REGARDING REPAYMENT OF BRIDGE NOTE is made and entered into as of the 16th day of April 2003 (this Agreement), by and among OVERHILL FARMS, INC. , a Nevada corporation (the Company), OVERHILL L.C. VENTURES, INC., a California corporation (Overhill Ventures), LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership (the Purchaser), and _____________ OVERHILL FARMS, INC. – Investment Document. 2 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized officers as of the first date written above. COMPANY OVERHILL FARMS, INC. , a Nevada corporation By: /s/ JAMES RUDIS James Rudis President and Chief Executive Officer OVERHILL VENTURES OVERHILL L.C. VENTURES, INC., a California corporation By: /s/ JAMES RUDIS James _____________ dt 1410135 ; Union Bank of CA Union Bank of California, NA ( Financial ) As referenced in this Agreement Regarding Repayment of Bridge Note: Union Bank of California, – Amended and Restated Securities Purchase Agreement, as amended by the First Amendment. C. Concurrently herewith, the New Senior Lender, as the assignee of Union Bank of California, N.A. (UBOC), the Company and Overhill Ventures are entering into a Second Amended and Restated Loan and Security Agreement dated of _____________ dt 147258 ; More...
$42	Preview Subscribers	2002	Stock Pledge and Control Agreement [Amended and Restated] Stock Pledge and Control Agreement [Amended and Restated] (57K) Doc #137411: Click preview link for longer preview. AMENDED AND RESTATED STOCK PLEDGE AND CONTROL AGREEMENT THIS AMENDED AND RESTATED STOCK PLEDGE AND CONTROL AGREEMENT dated as of _________, 2002 (this "Agreement"), is made by OVERHILL FARMS, INC. ("Pledgor"), in favor of LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California