Exhibit 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT --------------------------------- THIS AMENDMENT TO EMPLOYMENT AGREEMENT is entered into as of the 30th day of October 2003 (this "Agreement"), by and between OVERHILL FARMS, INC., a Nevada corporation,...Employment Agreement • November 5th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • New York
R E C I T A L S ---------------Termination Agreement • November 5th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
Exhibit 10.8 THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT --------------------------- THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of October 31, 2003 (this...Loan and Security Agreement • November 5th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
Exhibit 10.3 THIRD AMENDMENT TO SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT ----------------------------- THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT is entered into as of October 31, 2003 (this...Securities Purchase Agreement • November 5th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
AGREEMENT ---------Security Agreement • November 5th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
AGREEMENT ---------Investor Rights Agreement • November 5th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • Nevada
EXHIBIT 10.2 October 30, 2003 Mr. John Steinbrun: This letter shall serve as the formal confirmation of an amendment to the terms of your employment agreement with Overhill Farms, Inc. (the "Company") as Senior Vice President - Chief Financial...Employment Agreement • November 5th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties
This letter shall serve as the formal confirmation of an amendment to the terms of your employment agreement with Overhill Farms, Inc. (the "Company") as Senior Vice President - Chief Financial Officer. The terms of your employment, which commenced on April 1, 2003, are set forth in the letter agreement dated April 3, 2003 executed by the Company and countersigned by you. This letter shall serve as an agreement between you and the Company to modify and amend certain provisions of your employment agreement contained in the April 3, 2003 letter agreement as specifically set forth herein.
Exhibit 10.4 THIS SECURITY 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 ASSIGNED EXCEPT...Intercreditor and Subordination Agreement • November 5th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
R E C I T A L S ---------------Intercreditor and Subordination Agreement • November 5th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
Exhibit 10.9 OVERHILL FARMS, INC. SECOND AMENDED AND RESTATED SECURED SENIOR TERM A NOTE $17,800,000.00 Originally Amended and Restated April 16, 2003, as Further Amended and Restated October 31, 2003 FOR VALUE RECEIVED, the undersigned, OVERHILL...Secured Senior Term Note • November 5th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties
This Second Amended and Restated Secured Senior Term A Note (this "NOTE") is the "Senior Term A Note" referred to in that certain Second Amended and Restated Loan and Security Agreement dated as of April 16, 2003, as amended by a First Amendment to Second Amended and Restated Loan and Security Agreement dated as of May 16, 2003, a Second Amendment to Second Amended and Restated Loan and Security Agreement dated as of June 19, 2003, and a Third Amendment to Second Amended and Restated Loan and Security Agreement dated as of October 31, 2003 (the "THIRD AMENDMENT") (as so amended and as further amended from time to time, the "LOAN AGREEMENT"), by and among Borrower and Payee. This Note (i) amends and restates the Amended and Restated Senior Term A Note dated April 16, 2003, in the original principal amount of $17,000,000.00, and (ii) evidences the Senior Term A Loan, including the original principal amount of $17,000,000.00 and the $800,000.00 of Additional Funds (as defined in the Third
