Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT --------------------------------- THIS AMENDMENT TO EMPLOYMENT AGREEMENT is entered into as of the 30th day of October 2003 (this "Agreement"), by and between OVERHILL FARMS, INC., a Nevada corporation,...Employment Agreement • November 5th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • New York
RECITALSPledge Agreement • September 20th, 2002 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
EXHIBIT 10.1 FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT --------------------------- THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated October 6, 2004, to be effective as of...Loan and Security Agreement • October 12th, 2004 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
SECOND AMENDMENT TO SENIOR SECURED CREDIT AGREEMENTCredit Agreement • May 14th, 2007 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • New York
Exhibit 10.15 CONSENT AND THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT THIS CONSENT AND THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this "Consent and Amendment") is effective as of January 31, 2002 (the "Third Amendment Effective Date"), by...Securities Purchase Agreement • June 28th, 2002 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
Exhibit 10.30 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is entered into as of the _____ day of ___________ 2002 (this "Agreement"), by and between OVERHILL FARMS, INC., a Nevada...Registration Rights Agreement • September 20th, 2002 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
EXHIBIT 4.7 OVERHILL FARMS, INC. 2002 EMPLOYEE STOCK OPTION PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the 2002 Employee Stock Option Plan of Overhill Farms, Inc. ("PLAN") shall have the same defined meanings in...Stock Option Agreement • July 29th, 2005 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • Nevada
Exhibit 10.8 THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT --------------------------- THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of October 31, 2003 (this...Loan and Security Agreement • November 5th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
R E C I T A L S ---------------Termination Agreement • November 5th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
Exhibit 10.24 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED,...Overhill Farms Inc • September 20th, 2002 • Canned, frozen & preservd fruit, veg & food specialties • California
December 23, 2005 To Each of the Purchasers Named on the Signature Pages Hereof Ladies and Gentlemen: On the date hereof, Levine Leichtman Capital Partners II, L.P., a California limited partnership ("Seller"), sold to the Purchasers (as defined...Registration Rights Agreement • December 23rd, 2005 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
AMENDMENT TO SECURED SENIOR SUBORDINATED NOTE DUE 2004Overhill Farms Inc • September 20th, 2002 • Canned, frozen & preservd fruit, veg & food specialties • California
CREDIT AGREEMENT Dated as of September 24, 2010 among OVERHILL FARMS, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party HeretoCredit Agreement • September 30th, 2010 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
This CREDIT AGREEMENT (this "Agreement") is entered into as of September 24, 2010, among OVERHILL FARMS, INC., a Nevada corporation (the "Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and sole initial Lender.
FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENTCredit Agreement • May 17th, 2006 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • New York
AGREEMENT ---------Security Agreement • November 5th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
EXHIBIT 10.1 EMPLOYMENT AGREEMENT OF JAMES RUDIS THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is dated as of January 10, 2008 between Overhill Farms, Inc., having its principal place of business at 2727 East Vernon Avenue, Vernon, California 90058 (the...Employment Agreement • January 15th, 2008 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
by and amongPledge and Security Agreement • May 17th, 2006 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • New York
AMONGLoan and Security Agreement • September 20th, 2002 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
R E C I T A L S ---------------Securities Purchase Agreement • October 12th, 2004 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
EXHIBIT 10.2 U.S. GROWERS COLD STORAGE, INC. 3141 EAST 44th STREET - LOS ANGELES, CALIFORNIA 90058 TELEPHONE (323) 583-3163 - FAX(323)583-2542 Mr. Jim Rudis, President June 24, 2002 Overhill Farms, Inc. 2727 E. Vernon Ave Vernon, CA 90058 Dear Jim, As...Overhill Farms Inc • December 29th, 2003 • Canned, frozen & preservd fruit, veg & food specialties
2005 STOCK PLANRestricted Stock Purchase Agreement • February 7th, 2005 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • Nevada
AGREEMENT ---------Investor Rights Agreement • November 5th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • Nevada
EXHIBIT 10.88 AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE - NET (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS) 1. Basic Provisions ("Basic Provisions"). 1.1 Parties: This Lease ("Lease"), dated for...Overhill Farms Inc • December 29th, 2003 • Canned, frozen & preservd fruit, veg & food specialties
AMENDMENT TO SECOND AMENDED AND RESTATED SECURED SENIOR SUBORDINATED NOTE DUE 2006 -----------------------------------------Overhill Farms Inc • October 12th, 2004 • Canned, frozen & preservd fruit, veg & food specialties • California
SUBLEASESecurity Agreement • December 29th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
RECITALSSecurity Agreement • September 20th, 2002 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
2005 STOCK PLANStock Option Agreement • March 2nd, 2005 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • Nevada
R E C I T A L SSecurities Purchase Agreement • September 20th, 2002 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
ACKNOWLEDGMENT AND REAFFIRMATION OF LOAN DOCUMENTS -----------------Overhill Farms Inc • August 7th, 2003 • Canned, frozen & preservd fruit, veg & food specialties
EXHIBIT 10.1 LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P. 335 North Maple Drive, Suite 240 Beverly Hills, CA 90210 February 24, 2005 James Rudis President and Chief Executive Officer Overhill Farms, Inc. 2727 East Vernon Avenue Vernon, CA 90058 Re:...Securities Purchase Agreement • March 2nd, 2005 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties
RECITALSIntercreditor and Subordination Agreement • September 20th, 2002 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
Exhibit 10.18 OVERHILL FARMS, INC. AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT THIS AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT is entered into as of the ____ day of __________________ 2002 (this "Agreement"), by and among OVERHILL...Securities Purchase Agreement • September 20th, 2002 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
Exhibit 10.9 OVERHILL FARMS, INC. SECOND AMENDED AND RESTATED SECURED SENIOR TERM A NOTE $17,800,000.00 Originally Amended and Restated April 16, 2003, as Further Amended and Restated October 31, 2003 FOR VALUE RECEIVED, the undersigned, OVERHILL...Overhill Farms Inc • November 5th, 2003 • Canned, frozen & preservd fruit, veg & food specialties
This Second Amended and Restated Secured Senior Term A Note (this "NOTE") is the "Senior Term A Note" referred to in that certain Second Amended and Restated Loan and Security Agreement dated as of April 16, 2003, as amended by a First Amendment to Second Amended and Restated Loan and Security Agreement dated as of May 16, 2003, a Second Amendment to Second Amended and Restated Loan and Security Agreement dated as of June 19, 2003, and a Third Amendment to Second Amended and Restated Loan and Security Agreement dated as of October 31, 2003 (the "THIRD AMENDMENT") (as so amended and as further amended from time to time, the "LOAN AGREEMENT"), by and among Borrower and Payee. This Note (i) amends and restates the Amended and Restated Senior Term A Note dated April 16, 2003, in the original principal amount of $17,000,000.00, and (ii) evidences the Senior Term A Loan, including the original principal amount of $17,000,000.00 and the $800,000.00 of Additional Funds (as defined in the Third
EXHIBIT 10.4 LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P. 335 North Maple Drive, Suite 240 Beverly Hills, CA 90210 December 23, 2005 (VIA TELECOPIER) ---------------- John L. Steinbrun Chief Financial Officer Overhill Farms, Inc. 2727 East Vernon Avenue...Stock Purchase Agreement • December 23rd, 2005 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
EXHIBIT 10.2 October 30, 2003 Mr. John Steinbrun: This letter shall serve as the formal confirmation of an amendment to the terms of your employment agreement with Overhill Farms, Inc. (the "Company") as Senior Vice President - Chief Financial...Overhill Farms Inc • November 5th, 2003 • Canned, frozen & preservd fruit, veg & food specialties
This letter shall serve as the formal confirmation of an amendment to the terms of your employment agreement with Overhill Farms, Inc. (the "Company") as Senior Vice President - Chief Financial Officer. The terms of your employment, which commenced on April 1, 2003, are set forth in the letter agreement dated April 3, 2003 executed by the Company and countersigned by you. This letter shall serve as an agreement between you and the Company to modify and amend certain provisions of your employment agreement contained in the April 3, 2003 letter agreement as specifically set forth herein.
