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,...Warrant Agreement • November 18th, 2002 • Levine Leichtman Capital Partners Ii Lp • Canned, frozen & preservd fruit, veg & food specialties • California
Contract Type FiledNovember 18th, 2002 Company Industry Jurisdiction
EXHIBIT 4 COMMON 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,...Warrant Agreement • December 19th, 2000 • Levine Leichtman Capital Partners Ii Lp • Patent owners & lessors • California
Contract Type FiledDecember 19th, 2000 Company Industry Jurisdiction
EXHIBIT 99.3 AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 18th, 2002 • Levine Leichtman Capital Partners Ii Lp • Canned, frozen & preservd fruit, veg & food specialties • California
Contract Type FiledNovember 18th, 2002 Company Industry Jurisdiction
SIMULA, INC.Warrant Agreement • August 25th, 2000 • Levine Leichtman Capital Partners Ii Lp • Public bldg & related furniture • California
Contract Type FiledAugust 25th, 2000 Company Industry Jurisdiction
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
Contract Type FiledApril 14th, 2003 Company Industry Jurisdiction
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
Contract Type FiledMarch 24th, 2000 Company Industry Jurisdiction
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,...Warrant Agreement • November 18th, 2002 • Levine Leichtman Capital Partners Ii Lp • Canned, frozen & preservd fruit, veg & food specialties • California
Contract Type FiledNovember 18th, 2002 Company Industry Jurisdiction
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
Contract Type FiledNovember 18th, 2002 Company Industry Jurisdiction
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
Contract Type FiledNovember 18th, 2002 Company Industry Jurisdiction
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
Contract Type FiledJune 23rd, 2000 Company Industry
R E C I T A L SRegistration Rights Agreement • January 10th, 2000 • Levine Leichtman Capital Partners Ii Lp • Public bldg & related furniture • California
Contract Type FiledJanuary 10th, 2000 Company Industry Jurisdiction
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,...Warrant Agreement • December 19th, 2000 • Levine Leichtman Capital Partners Ii Lp • Patent owners & lessors
Contract Type FiledDecember 19th, 2000 Company Industry
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
Contract Type FiledMarch 24th, 2000 Company Industry Jurisdiction
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
Contract Type FiledNovember 18th, 2002 Company IndustryIn 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
Contract Type FiledDecember 19th, 2000 Company Industry Jurisdiction
TERM B NOTEIntercreditor Agreement • January 10th, 2000 • Levine Leichtman Capital Partners Ii Lp • Public bldg & related furniture • California
Contract Type FiledJanuary 10th, 2000 Company Industry Jurisdiction
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
Contract Type FiledMarch 24th, 2000 Company Industry Jurisdiction
as Purchaser, andSecurities Purchase Agreement • April 21st, 1999 • Levine Leichtman Capital Partners Ii Lp • Asset-backed securities • California
Contract Type FiledApril 21st, 1999 Company Industry Jurisdiction
TERM A NOTEIntercreditor Agreement • August 25th, 2000 • Levine Leichtman Capital Partners Ii Lp • Public bldg & related furniture • California
Contract Type FiledAugust 25th, 2000 Company Industry Jurisdiction
RECITALSRegistration Rights Agreement • April 21st, 1999 • Levine Leichtman Capital Partners Ii Lp • Asset-backed securities
Contract Type FiledApril 21st, 1999 Company Industry
R E C I T A L SInvestor Rights Agreement • December 19th, 2000 • Levine Leichtman Capital Partners Ii Lp • Patent owners & lessors • California
Contract Type FiledDecember 19th, 2000 Company Industry Jurisdiction
ANDInvestment Agreement • April 21st, 1999 • Levine Leichtman Capital Partners Ii Lp • Asset-backed securities • California
Contract Type FiledApril 21st, 1999 Company Industry Jurisdiction
RECITALSInvestor Rights Agreement • March 24th, 2000 • Levine Leichtman Capital Partners Ii Lp • Finance services • California
Contract Type FiledMarch 24th, 2000 Company Industry Jurisdiction
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...Intercreditor and Subordination Agreement • April 14th, 2003 • Levine Leichtman Capital Partners Ii Lp • Canned, frozen & preservd fruit, veg & food specialties
Contract Type FiledApril 14th, 2003 Company Industry
BY AND BETWEENSecurities Purchase Agreement • November 25th, 1998 • Levine Leichtman Capital Partners Ii Lp • Asset-backed securities • California
Contract Type FiledNovember 25th, 1998 Company Industry Jurisdiction
RECITALSRegistration Rights Agreement • November 25th, 1998 • Levine Leichtman Capital Partners Ii Lp • Asset-backed securities • California
Contract Type FiledNovember 25th, 1998 Company Industry Jurisdiction
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
Contract Type FiledApril 25th, 2003 Company Industry JurisdictionTHIS 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 AGREEMENTLimited Release and Indemnity Agreement • April 25th, 2003 • Levine Leichtman Capital Partners Ii Lp • Canned, frozen & preservd fruit, veg & food specialties • California
Contract Type FiledApril 25th, 2003 Company Industry JurisdictionTHIS 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, 2003Loan and Security Agreement • April 25th, 2003 • Levine Leichtman Capital Partners Ii Lp • Canned, frozen & preservd fruit, veg & food specialties • California
Contract Type FiledApril 25th, 2003 Company Industry JurisdictionTHIS 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
Contract Type FiledApril 25th, 2003 Company Industry JurisdictionTHIS 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 STOCKWarrant Agreement • December 17th, 2002 • Levine Leichtman Capital Partners Ii Lp • Canned, frozen & preservd fruit, veg & food specialties • California
Contract Type FiledDecember 17th, 2002 Company Industry JurisdictionThis 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
Contract Type FiledNovember 18th, 2002 Company Industry Jurisdiction
AMENDMENT TO EQUITY REPURCHASE OPTION AGREEMENTEquity Repurchase Option Agreement • April 25th, 2003 • Levine Leichtman Capital Partners Ii Lp • Canned, frozen & preservd fruit, veg & food specialties • California
Contract Type FiledApril 25th, 2003 Company Industry JurisdictionTHIS 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”).
EXHIBIT 3 THE SECURITY REPRESENTED HEREBY 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...Subordination Agreement • June 23rd, 2000 • Levine Leichtman Capital Partners Ii Lp • Services-misc health & allied services, nec • California
Contract Type FiledJune 23rd, 2000 Company Industry Jurisdiction
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 23rd, 2005 • Levine Leichtman Capital Partners Ii Lp • Canned, frozen & preservd fruit, veg & food specialties • California
Contract Type FiledDecember 23rd, 2005 Company Industry JurisdictionThis 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”).