EXHIBIT 99.2 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,...Levine Leichtman Capital Partners Ii Lp • November 18th, 2002 • Canned, frozen & preservd fruit, veg & food specialties • California
Exhibit 99.11 FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT THIS FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT is dated as of the 4/th/ day of April, 2003 (this "Amendment"), by and among OVERHILL FARMS, INC., a Nevada corporation (the...Securities Purchase Agreement • April 14th, 2003 • Levine Leichtman Capital Partners Ii Lp • Canned, frozen & preservd fruit, veg & food specialties • California
R E C I T A L SRights Agreement • December 19th, 2000 • Levine Leichtman Capital Partners Ii Lp • Patent owners & lessors • California
EXHIBIT 99.5 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,...Levine Leichtman Capital Partners Ii Lp • November 18th, 2002 • Canned, frozen & preservd fruit, veg & food specialties • California
SIMULA, INC.Levine Leichtman Capital Partners Ii Lp • August 25th, 2000 • Public bldg & related furniture • California
CLASS E WARRANT 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,...Levine Leichtman Capital Partners Ii Lp • December 19th, 2000 • Patent owners & lessors
EXHIBIT 99.8 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is entered into as of the 29th day of October 2002 (this "Agreement"), by and between OVERHILL FARMS, INC., a Nevada corporation...Registration Rights Agreement • November 18th, 2002 • Levine Leichtman Capital Partners Ii Lp • Canned, frozen & preservd fruit, veg & food specialties • California
TERM B NOTELevine Leichtman Capital Partners Ii Lp • January 10th, 2000 • Public bldg & related furniture • California
as Issuer $16,000,000 Principal Amount Secured Senior Note Due 2001 (Term A Note) $30,000,000 Principal Amount Amended and Restated Secured Senior Note Due 2003 (Term B Note)Securities Purchase Agreement • March 24th, 2000 • Levine Leichtman Capital Partners Ii Lp • Finance services • California
EXHIBIT 5 CLASS A WARRANT 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,...Levine Leichtman Capital Partners Ii Lp • December 19th, 2000 • Patent owners & lessors • California
R E C I T A L SRights Agreement • April 21st, 1999 • Levine Leichtman Capital Partners Ii Lp • Asset-backed securities • California
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 19th, 2000 • Levine Leichtman Capital Partners Ii Lp • Patent owners & lessors • California
EXHIBIT 6 FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (the "Amendment"), dated as of June __, 2000, is made and entered into among INTERDENT, INC. (the "Company"), the Requisite Holders and...Registration Rights Agreement • June 23rd, 2000 • Levine Leichtman Capital Partners Ii Lp • Services-misc health & allied services, nec
R E C I T A L SRegistration Rights Agreement • January 10th, 2000 • Levine Leichtman Capital Partners Ii Lp • Public bldg & related furniture • California
FIRST AMENDMENT TO INVESTOR RIGHTS AGREEMENT THIS FIRST AMENDMENT is entered into as of the 31st day of December 1999 (this "AMENDMENT"), by and among SIMULA, INC., an Arizona corporation (the "COMPANY"), LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a...Investor Rights Agreement • January 10th, 2000 • Levine Leichtman Capital Partners Ii Lp • Public bldg & related furniture
Exhibit 2 WAIVER AGREEMENT THIS WAIVER AGREEMENT is entered into as of the 15th day of March 2000 (this "Agreement"), by and between LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership ("LLCP"), and CONSUMER PORTFOLIO...Waiver Agreement • March 24th, 2000 • Levine Leichtman Capital Partners Ii Lp • Finance services • California
RECITALSRegistration Rights Agreement • April 21st, 1999 • Levine Leichtman Capital Partners Ii Lp • Asset-backed securities
INTERDENT, INC.Rights Agreement • June 23rd, 2000 • Levine Leichtman Capital Partners Ii Lp • Services-misc health & allied services, nec • California
EXHIBIT 99.1 JOINT REPORTING AGREEMENT In consideration of the mutual covenants herein contained, pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the parties hereto represents to and agrees with...Joint Reporting Agreement • November 18th, 2002 • Levine Leichtman Capital Partners Ii Lp • Canned, frozen & preservd fruit, veg & food specialties
In consideration of the mutual covenants herein contained, pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the parties hereto represents to and agrees with the other parties as follows:
BY AND AMONGSecurities Purchase Agreement • December 19th, 2000 • Levine Leichtman Capital Partners Ii Lp • Patent owners & lessors • California
AMENDMENT TO AMENDED AND RESTATED SECURED SENIOR SUBORDINATED NOTE DUE 2004Levine Leichtman Capital Partners Ii Lp • April 14th, 2003 • Canned, frozen & preservd fruit, veg & food specialties • California
as Purchaser, andSecurities Purchase Agreement • April 21st, 1999 • Levine Leichtman Capital Partners Ii Lp • Asset-backed securities • California
TERMINATION AND SETTLEMENT AGREEMENT WITH RESPECT TO INVESTMENT AGREEMENT AND CONTINUING GUARANTYTermination and Settlement Agreement • March 24th, 2000 • Levine Leichtman Capital Partners Ii Lp • Finance services • California
ANDInvestment Agreement • April 21st, 1999 • Levine Leichtman Capital Partners Ii Lp • Asset-backed securities • California
EXHIBIT 99.6 OVERHILL FARMS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT is entered into as of the 29th day of October 2002 (this "Agreement"), by and among OVERHILL FARMS, INC., a Nevada...Investor Rights Agreement • November 18th, 2002 • Levine Leichtman Capital Partners Ii Lp • Canned, frozen & preservd fruit, veg & food specialties • Nevada
EXHIBIT 99.4 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT...Levine Leichtman Capital Partners Ii Lp • November 18th, 2002 • Canned, frozen & preservd fruit, veg & food specialties
Exhibit 99.12 THIS SECURITY HAS 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, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED...Levine Leichtman Capital Partners Ii Lp • April 14th, 2003 • Canned, frozen & preservd fruit, veg & food specialties
RECITALSInvestor Rights Agreement • March 24th, 2000 • Levine Leichtman Capital Partners Ii Lp • Finance services • California
BY AND BETWEENSecurities Purchase Agreement • November 25th, 1998 • Levine Leichtman Capital Partners Ii Lp • Asset-backed securities • California
RECITALSRegistration Rights Agreement • November 25th, 1998 • Levine Leichtman Capital Partners Ii Lp • Asset-backed securities • California
SECOND AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • April 25th, 2003 • Levine Leichtman Capital Partners Ii Lp • Canned, frozen & preservd fruit, veg & food specialties • California
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”).
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AMONG OVERHILL FARMS, INC., OVERHILL L.C. VENTURES, INC. and PLEASANT STREET INVESTORS, LLC Dated as of April 16, 2003Loan and Security Agreement • April 25th, 2003 • Levine Leichtman Capital Partners Ii Lp • Canned, frozen & preservd fruit, veg & food specialties • California
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of the 16th day of April 2003 (this “Agreement”), by and among OVERHILL FARMS, INC., a Nevada corporation (“Borrower”), OVERHILL L.C. VENTURES, INC., a California corporation (“Overhill Ventures”), and PLEASANT STREET INVESTORS, LLC, a California limited liability company and the assignee of UBOC (as defined below) (“Lender”).
SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT by and among OVERHILL FARMS, INC., as Issuer, THE ENTITIES FROM TIME TO TIME PARTIES HERETO AS GUARANTORS, and LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., as PurchaserSecurities Purchase Agreement • April 25th, 2003 • Levine Leichtman Capital Partners Ii Lp • Canned, frozen & preservd fruit, veg & food specialties • California
THIS SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT is dated as of the 16th day of April 2003 (this “Agreement”), by and among OVERHILL FARMS, INC., a Nevada corporation (the “Company”), THE ENTITIES FROM TIME TO TIME PARTIES HERETO AS GUARANTORS, and LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership (the “Purchaser”).
OVERHILL FARMS, INC. AMENDED AND RESTATED WARRANT TO PURCHASE 100 SHARES OF COMMON STOCKSecurities Purchase Agreement • December 17th, 2002 • Levine Leichtman Capital Partners Ii Lp • Canned, frozen & preservd fruit, veg & food specialties • California
This Warrant is being issued under Section 2.1 of the November 1999 Warrant in connection with the partial exercise by LLCP of the November 1999 Warrant. The November 1999 Warrant was issued pursuant to that certain Amended and Restated Securities Purchase Agreement dated as of October 29, 2002 (as amended from time to time, the “Securities Purchase Agreement”) by and among the Company, the entities from time to time parties thereto as Guarantors and LLCP. This Warrant restates the November 1999 Warrant with respect to the number of Warrant Shares which remain unexercised and is deemed a continuation of, and constitutes, the November 1999 Warrant.
EXHIBIT 99.7 OVERHILL FARMS, INC. EQUITY REPURCHASE OPTION AGREEMENT THIS EQUITY REPURCHASE OPTION AGREEMENT is entered into as of the 11th day of September 2002 (this "Agreement"), by and between OVERHILL FARMS, INC., a Nevada corporation (the...Equity Repurchase Option Agreement • November 18th, 2002 • Levine Leichtman Capital Partners Ii Lp • Canned, frozen & preservd fruit, veg & food specialties • California
