SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AMONG OVERHILL FARMS, INC., OVERHILL L.C. VENTURES, INC. and PLEASANT STREET INVESTORS, LLC Dated as of April 16, 2003Loan and Security Agreement • May 19th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of the 16th day of April 2003 (this “Agreement”), by and among OVERHILL FARMS, INC., a Nevada corporation (“Borrower”), OVERHILL L.C. VENTURES, INC., a California corporation (“Overhill Ventures”), and PLEASANT STREET INVESTORS, LLC, a California limited liability company and the assignee of UBOC (as defined below) (“Lender”).
SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT by and among OVERHILL FARMS, INC., as Issuer, THE ENTITIES FROM TIME TO TIME PARTIES HERETO AS GUARANTORS, and LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., as PurchaserSecurities Purchase Agreement • May 19th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
THIS SECOND AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT is dated as of the 16th day of April 2003 (this “Agreement”), by and among OVERHILL FARMS, INC., a Nevada corporation (the “Company”), THE ENTITIES FROM TIME TO TIME PARTIES HERETO AS GUARANTORS, and LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership (the “Purchaser”).
AMENDMENT TO EQUITY REPURCHASE OPTION AGREEMENTEquity Repurchase Option Agreement • May 19th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
THIS AMENDMENT TO EQUITY REPURCHASE OPTION AGREEMENT, dated as of April 16, 2003 (this “Amendment”), is made by and between OVERHILL FARMS, INC., a Nevada corporation (the “Company”), and LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership (“LLCP”).
OVERHILL FARMS, INC. AMENDED AND RESTATED SECURED SENIOR TERM A NOTESecured Senior Term a Note • May 19th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties
This 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 from time to time, the “Loan Agreement”), by and among Borrower, OVERHILL VENTURES L.C., INC., a California corporation, and Payee, evidences the Senior Term A Loan and amends, restates, combines and evidences the Existing Obligations, the Bridge Note Principal and certain term loans being made by Payee on the date hereof. Capitalized terms or matters of construction defined or established in Schedule A to the Loan Agreement shall apply herein as defined or established therein.
SECOND AMENDMENT TO AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • May 19th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
THIS SECOND AMENDMENT TO AMENDED AND RESTATED SECURITY AGREEMENT, dated as of April 16, 2003 (this “Amendment”), is made by OVERHILL FARMS, INC., a Nevada corporation (the “Company”), and OVERHILL L.C. VENTURES, INC., a California corporation (“Overhill Ventures” and, together with the Company, and any future direct or indirect Subsidiaries of Company and Overhill Ventures from time to time party hereto, the “Debtors” and, individually, a “Debtor”) in favor of LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership (“Secured Party”).
AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 19th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
THIS AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, dated as of April 16, 2003 (this “Amendment”), is made by and among OVERHILL FARMS, INC., a Nevada corporation (the “Company”), JAMES RUDIS, an individual (“Rudis”), WILLIAM E. SHATLEY, an individual (“Shatley”), and LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership (“LLCP”).
AGREEMENT REGARDING REPAYMENT OF BRIDGE NOTERepayment Agreement • May 19th, 2003 • Overhill Farms Inc • Canned, frozen & preservd fruit, veg & food specialties • California
THIS AGREEMENT REGARDING REPAYMENT OF BRIDGE NOTE is made and entered into as of the 16th day of April 2003 (this “Agreement”), by and among OVERHILL FARMS, INC., a Nevada corporation (the “Company”), OVERHILL L.C. VENTURES, INC., a California corporation (“Overhill Ventures”), LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership (the “Purchaser”), and PLEASANT STREET INVESTORS, LLC, a California limited liability company (the “New Senior Lender”).
