RECITALSStock Purchase Agreement • June 16th, 1997 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • Texas
AGREEMENT ---------Pledge Agreement • February 14th, 2000 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • California
TO INDENTURE DATED AS OF JULY 5, 1994 AMONGSupplemental Indenture • February 11th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • New York
EXHIBIT 10.6 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 14th, 2000 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • California
SECURITY AGREEMENTSecurity Agreement • February 11th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • Texas
Market Warrant] Polyphase Corporation Common Stock Purchase Warrant Dated as of April 24, 1998 THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE...Common Stock Purchase Warrant • December 29th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • Texas
EXHIBIT 10.8 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 • February 14th, 2000 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • California
GUARANTYGuaranty • December 28th, 1999 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • Texas
RECITALSManagement Agreement • February 11th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • Texas
EXHIBIT 10.80 SECURITY AGREEMENT THIS SECURITY AGREEMENT is entered into effective as of the 30th day of September 1999, by and between POLYPHASE INSTRUMENT CO., a corporation duly authorized and existing pursuant to the laws of the Commonwealth of...Security Agreement • December 28th, 1999 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • Texas
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT ("First ----- Amendment") is entered into as of August 23, 2000, by and between OVERHILL FARMS, INC., a Nevada corporation ("Borrower"), OVERHILL L.C. VENTURES, INC., a -------- California...Loan and Security Agreement • December 22nd, 2000 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • California
BETWEENLoan and Security Agreement • February 14th, 2000 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • California
ARTICLE IEmployment Agreement • December 28th, 1999 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip
W I T N E S S E T H: - - - - - - - - - -Pledge and Security Agreement • February 11th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • New York
EXHIBIT 10.33 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 16th, 1996 • Polyphase Corp • Wholesale-computers & peripheral equipment & software • New York
SECURITY AGREEMENTSecurity Agreement • February 11th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • Texas
LENDER" LOAN AGREEMENT --------------Loan Agreement • February 11th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • Texas
EXHIBIT 10.64 TERM LOAN AGREEMENT Dated as of December 4, 1997 by and among OVERHILL FARMS, INC., as Borrower, POLYPHASE CORPORATION, as Guarantor,Term Loan Agreement • February 11th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • New York
AMENDMENT TO INVESTOR RIGHTS AGREEMENT -------------------------Investor Rights Agreement • December 22nd, 2000 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • California
THIS STOCK EXCHANGE AGREEMENT, effective as of November 1, 1997, (the "Agreement"), is entered into by and between Polyphase Corporation, a Pennsylvania corporation, ("Polyphase") (the "Shareholder") and Tollway Properties, Inc., a Nevada Corporation...Stock Exchange Agreement • February 11th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • Texas
ARTICLE IEmployment Agreement • December 28th, 1999 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip
AGREEMENT --------- The parties, intending to be legally bound, agree as follows:Stock Purchase Agreement • February 11th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • Texas
EXHIBIT 10.76 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement"), is effective as of the 30/th/ day of September 1999, is made by and among Polyphase Corporation, a corporation duly organized and existing pursuant to the laws of...Stock Purchase Agreement • December 28th, 1999 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • Texas
LOAN AGREEMENT April 12, 2002Loan Agreement • May 15th, 2002 • Overhill Corp • Wholesale-construction & mining (no petro) machinery & equip • Texas
TERM NOTE ---------Term Note • December 22nd, 2000 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip
FOR VALUE RECEIVED, the undersigned, OVERHILL FARMS, INC., a Nevada corporation ("Borrower"), hereby promises to pay to the order of UNION BANK OF -------- CALIFORNIA, N.A. ("Payee"), or its assigns, at its address at 445 South Figueroa ----- Street, 15/th/ Floor, Los Angeles, California 90071-1602, or at such other place as Payee may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, the principal amount of TWO MILLION FOUR HUNDRED THOUSAND and No/100 DOLLARS ($2,400,000.00).
Exhibit 10.68 REGISTRATION RIGHTS AGREEMENT by and between OVERHILL FARMS, INC.Registration Rights Agreement • February 11th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • New York
EXHIBIT 10.2 REVOLVING NOTERevolving Note • February 14th, 2000 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip
FOR VALUE RECEIVED, the undersigned, OVERHILL FARMS INC., a Nevada corporation ("Borrower"), hereby promises to pay to the order of UNION BANK OF CALIFORNIA, N.A. ("Payee"), or its assigns, at its address at 445 South Figueroa Street, 15/th/ Floor, Los Angeles, California 90071-1602, or at such other place as Payee may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, the principal amount of SIXTEEN MILLION DOLLARS ($16,000,000), or such lesser or greater principal amount as may be from time to time outstanding pursuant to the Loan Agreement (as defined below) with respect to the Revolving Loans (as defined in the Loan Agreement).
RECITALSStock Purchase Agreement • June 16th, 1997 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • Texas
EXHIBIT 10.87 ----------------------------------------------------------------- --------------- REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 29th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • Texas
Date: August 7, 1998 LOAN AGREEMENT This Loan Agreement (the "Agreement") dated as of August 7, 1998, by and between NationsBank, N.A., a national banking association ("Bank") and the Borrower described below. In consideration of the Loan or Loans...Loan Agreement • December 29th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • Texas
SECTION 1. Definitions. Reference is hereby made to the Term Loan ----------- Agreement for a statement of the terms thereof. All terms used in this Agreement which are defined in the Term Loan Agreement or in Article 9 of the Uniform Commercial Code...Security Agreement • February 11th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • New York
---------------------------------------- THIS WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES PURPOSE: The purpose of this loan AND MAY NOT BE CONTRADICTED BY EVIDENCE REFINANCED FROM ANOTHER INSTITUTION OF PRIOR, (BUSINESS)...Loan Agreement • August 14th, 2002 • Overhill Corp • Wholesale-construction & mining (no petro) machinery & equip
BORROWER'S NAME AND ADDRESS LENDER'S NAME AND ADDRESS "I" includes each borrower above, "You" means the lender, its joint and severally. successors and assigns. ----------------------------------------------------------------------------------------------------
EXHIBIT 10.34 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 16th, 1996 • Polyphase Corp • Wholesale-computers & peripheral equipment & software • New York
AGREEMENT: ---------Security and Pledge Agreement • June 16th, 1997 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • Texas
TO IBJ SCHRODER BANK & TRUST COMPANY, TRUSTEE INDENTUREIndenture • January 16th, 1996 • Polyphase Corp • Wholesale-computers & peripheral equipment & software • New York
