TO INDENTURE DATED AS OF JULY 5, 1994 AMONGSupplemental Indenture • February 11th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • New York
SECURITY AGREEMENTSecurity Agreement • February 11th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • Texas
EXHIBIT D --------- FORM OF WARRANT --------------- Overhill Farms, Inc. Common Stock Purchase Warrant Dated as of December __, 1997 THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES...Polyphase Corp • February 11th, 1998 • Wholesale-construction & mining (no petro) machinery & equip • New York
RECITALSManagement Agreement • February 11th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • Texas
SECURITY AGREEMENTSecurity Agreement • February 11th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • Texas
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
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
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 10.56Guaranty • February 11th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • Texas
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
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
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
RELEASE AND SETTLEMENT AGREEMENTRelease and Settlement Agreement • February 11th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip
MASTER LOAN AGREEMENT THIS MASTER LOAN AGREEMENT (this "Agreement") is made and entered into as of the 1st day of January, 1996, by and between POLYPHASE CORPORATION, a Nevada Corporation ("Polyphase" or "Lender"), and PLY STADIUM PARTNERS, INC., a...Master Loan Agreement • February 11th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • Nevada
33772.00002:091997:SCM:2 OFFSHORE SECURITIES SUBSCRIPTION AGREEMENT THIS OFFSHORE SECURITIES SUBSCRIPTION AGREEMENT is executed in reliance upon the transaction "safe harbor" afforded by Regulation S ("Regulation S") as promulgated by the Securities...Polyphase Corp • February 11th, 1998 • Wholesale-construction & mining (no petro) machinery & equip • Texas
Exhibit 10.60 NONINCENTIVE STOCK OPTION AGREEMENT FOR THE 1994 EMPLOYEE STOCK OPTION PLAN FOR POLYPHASE CORPORATION A Nonincentive Stock Option (the "Option") for a total of 200,000 shares of Common Stock, par value $0.01 per share, of Polyphase...Nonincentive Stock Option Agreement • February 11th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip
GENERAL RELEASEGeneral Release • February 11th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • Texas
ARTICLE IVoting Rights Agreement • February 11th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • New York
TRADEMARKS) ----------Assignment for Security • February 11th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip
WHEREAS, Overhill Farms, Inc. (the "Assignor") has adopted, used and is using the trademarks and service marks listed on the annexed Schedule 1A, which trademarks and service marks are registered or applied for in the United States Patent and Trademark Office (the "Trademarks");
Exhibit 10.63 AMENDED SECURITY AGREEMENT This Amended Security Agreement is dated as of December 2, 1997 between Texas Timberjack, Inc., a Texas corporation ("Pledgor"), and Harold Estes ("Secured Party") and amends that certain Security Agreement...Amended Security Agreement • February 11th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip
Exhibit 10.62 AMENDED PLEDGE AGREEMENT This Amended Pledge Agreement (the "Agreement") is made and entered into effective as of December 2, 1997 (the "Effective Date"), between Polyphase Corporation ("Pledgor"), and Harold Estes ("Secured Party"). W I...Amended Pledge Agreement • February 11th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip
RICE PARTNERS II, L.P., (S) IN THE DISTRICT COURT Plaintiff, (S) (S) vs. (S) OF DALLAS COUNTY, TEXAS (S) POLYPHASE CORPORATION, (S) Defendant, (S) (S) 101ST JUDICIAL DISTRICTCompromise Settlement Agreement With Mutual Release • February 11th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip
