AGREEMENT ---------Pledge Agreement • February 14th, 2000 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • California
EXHIBIT 10.6 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 14th, 2000 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • California
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
BETWEENLoan and Security Agreement • February 14th, 2000 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • California
A. The parties and OVERHILL L.C. VENTURES, INC., a California corporation, are parties to the Securities Purchase Agreement dated of even date herewith (as amended from time to time, the "Securities Purchase Agreement") -----------------------------...Investor Rights Agreement • February 14th, 2000 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • California
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).
THIS INTERCREDITOR AND SUBORDINATION AGREEMENT ("Agreement") is --------- entered into as of November 24, 1999, by and between LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership ("Subordinated Lender"), and...Intercreditor and Subordination Agreement • February 14th, 2000 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • California
AGREEMENT ---------Continuing Guaranty • February 14th, 2000 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • California
