RECITALSPledge Agreement • September 20th, 2002 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
Exhibit 10.24 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 • September 20th, 2002 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
Exhibit 10.30 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is entered into as of the _____ day of ___________ 2002 (this "Agreement"), by and between OVERHILL FARMS, INC., a Nevada...Registration Rights Agreement • September 20th, 2002 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
RECITALSSecurity Agreement • September 20th, 2002 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
Exhibit 10.18 OVERHILL FARMS, INC. AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT THIS AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT is entered into as of the ____ day of __________________ 2002 (this "Agreement"), by and among OVERHILL...Securities Purchase Agreement • September 20th, 2002 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
AMONGLoan and Security Agreement • September 20th, 2002 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
RECITALSIntercreditor and Subordination Agreement • September 20th, 2002 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
R E C I T A L SSecurities Purchase Agreement • September 20th, 2002 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
Exhibit 10.17 FIFTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT THIS FIFTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT is dated as of the 11/th/ day of September 2002 (this "Amendment"), by and among OVERHILL FARMS, INC., a Nevada corporation (the...Securities Purchase Agreement • September 20th, 2002 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
Exhibit 10.28 OVERHILL FARMS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT is entered into as of the ____ day of _________ 2002 (this "Agreement"), by and among OVERHILL FARMS, INC., a Nevada...Investor Rights Agreement • September 20th, 2002 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
Exhibit 10.27 OVERHILL FARMS, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT is entered into as of the ____ day of _________ 2002 (this "Agreement"), by and among OVERHILL FARMS, INC., a Nevada...Investor Rights Agreement • September 20th, 2002 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
R E C I T A L SSecured Senior Subordinated Note • September 20th, 2002 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
Exhibit 10.34 OVERHILL FARMS, INC. EQUITY REPURCHASE OPTION AGREEMENT THIS EQUITY REPURCHASE OPTION AGREEMENT is entered into as of the 11/th/ day of September 2002 (this "Agreement"), by and between OVERHILL FARMS, INC., a Nevada corporation (the...Equity Repurchase Option Agreement • September 20th, 2002 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
Exhibit 10.8 REAFFIRMATION OF GUARANTY Reference is hereby made to that certain Continuing Guaranty dated as of November 24, 1999 (the "Guaranty"), by the undersigned in favor of Union Bank of California, N.A. ("Bank"). Pursuant to that certain Loan...Guaranty • September 20th, 2002 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties
Reference is hereby made to that certain Continuing Guaranty dated as of November 24, 1999 (the "Guaranty"), by the undersigned in favor of Union Bank of California, N.A. ("Bank"). Pursuant to that certain Loan and Security Agreement dated as of November 24, 1999, as amended by the First Amendment to Loan and Security Agreement dated as of August 23, 2000, the Second Amendment to Loan and Security Agreement dated as of January 11, 2002, the Third Amendment to Loan and Security Agreement dated as of June 28, 2002, and the Fourth Amendment to Loan and Security Agreement dated as of September ___, 2002 (including all exhibits and schedules thereto, and as the same may be subsequently amended, restated, supplemented or otherwise modified from time to time, collectively the "Existing Loan Agreement"), the undersigned agreed to guaranty the obligations of Overhill Farms, Inc., a Nevada corporation ("Borrower"). Concurrently herewith, the Existing Loan Agreement is being amended and restated
Exhibit 10.22 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 • September 20th, 2002 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
RECITALSPatent, Trademark and Copyright Security Agreement • September 20th, 2002 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
RECITALSStock Pledge and Control Agreement • September 20th, 2002 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
