R E C I T A L S ---------------Loan and Security Agreement • August 7th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
EXHIBIT 10.15 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT ----------------------------- THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT is entered into as of May 16, 2003 (this...Securities Purchase Agreement • August 7th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
AMENDMENT TO AMENDED AND RESTATED SECURITY AGREEMENT ------------------Security Agreement • August 7th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
ACKNOWLEDGMENT AND REAFFIRMATION OF LOAN DOCUMENTS -----------------Loan Agreement • August 7th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties
EXHIBIT 10.29 SECURITY AGREEMENT THIS SECURITY AGREEMENT is entered into effective as of the 25th day of September 2001, by and between James Rudis, an individual with his principal residence in the state of New York (hereinafter referred to as...Security Agreement • August 7th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties
EXHIBIT 10.30 SECURITY AGREEMENT THIS SECURITY AGREEMENT is entered into effective as of the 25th day of September 2001, by and between William E. Shatley, an individual with his principal residence in the state of Texas (hereinafter referred to as...Security Agreement • August 7th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties
ASSIGNMENT OF PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT WHEREAS, Overhill Farms, Inc., a Nevada corporation ("BORROWER"), Overhill L.C. Ventures, Inc., a California corporation ("OVERHILL VENTURES"; Borrower and Overhill Ventures are...Patent, Trademark and Copyright Security Agreement • August 7th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties
R E C I T A L SLimited Release Agreement • August 7th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • Texas
EXHIBIT 10.4 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT, effective the 10th day of February, 2003, is entered into by and between Steinbrun, Hughes and Associates dba The Steinbrun Group (SHA), a California corporation with its principal place of...Consulting Agreement • August 7th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
EXHIBIT 10.25 TERMINATION OF ALTERNATIVE DISPUTE RESOLUTION AGREEMENT Union Bank of California, N.A. ("BANK"), Overhill Farms, Inc., a Nevada corporation ("Borrower"), Overhill L.C. Ventures, Inc., a California corporation ("OVERHILL VENTURES"), and...Termination of Alternative Dispute Resolution Agreement • August 7th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument.
AMENDMENT TO CONTINUING GUARANTY -------------------Continuing Guaranty • August 7th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
EXHIBIT 10.26 SECOND AMENDED AND RESTATED REVOLVING NOTERevolving Note • August 7th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties
Capitalized terms or matters of construction defined or established in SCHEDULE A to the Amended and Restated Loan and Security Agreement dated as of October 29, 2002, by and among Borrower, the other loan parties party thereto and Payee, as amended by that certain First Amendment to Amended and Restated Loan and Security Agreement dated as of November 22, 2002, and that certain Second Amendment to Amended and Restated Loan and Security Agreement of even date herewith (including all exhibits and schedules thereto, and as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "LOAN AGREEMENT") shall be applied herein as defined or established therein. This Second Amended and Restated Revolving Note ("NOTE") is issued pursuant to the Loan Agreement, is the "Revolving Note" referred to therein, and is entitled to the benefit and security of the Loan Documents provided for therein, to which a reference is hereby made for a statement of all of the term
July 18, 2003Conditional Waiver Letter • August 7th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties
