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Levine Leichtman Capital Partners Ii Lp Sample Contracts

EXHIBIT 99.3 AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 18th, 2002 • Levine Leichtman Capital Partners Ii Lp • Canned, frozen & preservd fruit, veg & food specialties • California
SIMULA, INC.
Warrant Agreement • August 25th, 2000 • Levine Leichtman Capital Partners Ii Lp • Public bldg & related furniture • California
R E C I T A L S
Registration Rights Agreement • January 10th, 2000 • Levine Leichtman Capital Partners Ii Lp • Public bldg & related furniture • 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 AMONG
Securities Purchase Agreement • December 19th, 2000 • Levine Leichtman Capital Partners Ii Lp • Patent owners & lessors • California
TERM B NOTE
Intercreditor Agreement • January 10th, 2000 • Levine Leichtman Capital Partners Ii Lp • Public bldg & related furniture • California
TERMINATION AND SETTLEMENT AGREEMENT WITH RESPECT TO INVESTMENT AGREEMENT AND CONTINUING GUARANTY
Termination and Settlement Agreement • March 24th, 2000 • Levine Leichtman Capital Partners Ii Lp • Finance services • California
as Purchaser, and
Securities Purchase Agreement • April 21st, 1999 • Levine Leichtman Capital Partners Ii Lp • Asset-backed securities • California
TERM A NOTE
Intercreditor Agreement • August 25th, 2000 • Levine Leichtman Capital Partners Ii Lp • Public bldg & related furniture • California
RECITALS
Registration Rights Agreement • April 21st, 1999 • Levine Leichtman Capital Partners Ii Lp • Asset-backed securities
R E C I T A L S
Investor Rights Agreement • December 19th, 2000 • Levine Leichtman Capital Partners Ii Lp • Patent owners & lessors • California
AND
Investment Agreement • April 21st, 1999 • Levine Leichtman Capital Partners Ii Lp • Asset-backed securities • California
RECITALS
Investor Rights Agreement • March 24th, 2000 • Levine Leichtman Capital Partners Ii Lp • Finance services • California
BY AND BETWEEN
Securities Purchase Agreement • November 25th, 1998 • Levine Leichtman Capital Partners Ii Lp • Asset-backed securities • California
RECITALS
Registration Rights Agreement • November 25th, 1998 • Levine Leichtman Capital Partners Ii Lp • Asset-backed securities • California
SECOND AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENT
Intercreditor 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”).

LIMITED RELEASE AND INDEMNITY AGREEMENT
Limited Release and Indemnity Agreement • April 25th, 2003 • Levine Leichtman Capital Partners Ii Lp • Canned, frozen & preservd fruit, veg & food specialties • California

THIS LIMITED RELEASE AND INDEMNITY AGREEMENT, dated as of April 16, 2003 (this “Release”), is entered into by and among UNION BANK OF CALIFORNIA, N.A. (“UBOC”), LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership (“LLCP”), and OVERHILL FARMS, INC., a Nevada corporation (“Overhill Farms”).

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, 2003
Loan 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 Purchaser
Securities 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 STOCK
Warrant 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.

AMENDMENT TO EQUITY REPURCHASE OPTION AGREEMENT
Equity Repurchase Option Agreement • April 25th, 2003 • Levine Leichtman Capital Partners Ii Lp • Canned, frozen & preservd fruit, veg & food specialties • California

THIS AMENDMENT TO EQUITY REPURCHASE OPTION AGREEMENT, dated as of April 16, 2003 (this “Amendment”), is made by and between OVERHILL FARMS, INC., a Nevada corporation (the “Company”), and LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership (“LLCP”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 23rd, 2005 • Levine Leichtman Capital Partners Ii Lp • Canned, frozen & preservd fruit, veg & food specialties • California

This Stock Purchase Agreement (this “Agreement”) is made and effective as of December 22, 2005 by and among Levine Leichtman Capital Partners II, L.P., a California limited partnership (“Seller”), Overhill Farms, Inc., a Nevada corporation (the “Company”), and the Purchasers identified in the signature pages attached hereto (each, a “Purchaser” and, collectively, the “Purchasers”).