TO IBJ SCHRODER BANK & TRUST COMPANY, TRUSTEE INDENTUREPolyphase Corp • January 16th, 1996 • Wholesale-computers & peripheral equipment & software • New York
RECITALSStock Purchase Agreement • June 16th, 1997 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • Texas
AGREEMENT ---------Pledge Agreement • February 14th, 2000 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • California
TO INDENTURE DATED AS OF JULY 5, 1994 AMONGSupplemental Indenture • February 11th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • New York
EXHIBIT 10.6 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 14th, 2000 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • California
SECURITY AGREEMENTSecurity Agreement • February 11th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • Texas
ARTICLE IEmployment Agreement • December 28th, 1999 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip
EXHIBIT 10.8 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,...Polyphase Corp • February 14th, 2000 • Wholesale-construction & mining (no petro) machinery & equip • California
EXHIBIT 10.80 SECURITY AGREEMENT THIS SECURITY AGREEMENT is entered into effective as of the 30th day of September 1999, by and between POLYPHASE INSTRUMENT CO., a corporation duly authorized and existing pursuant to the laws of the Commonwealth of...Security Agreement • December 28th, 1999 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • Texas
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT ("First ----- Amendment") is entered into as of August 23, 2000, by and between OVERHILL FARMS, INC., a Nevada corporation ("Borrower"), OVERHILL L.C. VENTURES, INC., a -------- California...Loan and Security Agreement • December 22nd, 2000 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • California
BETWEENLoan and Security Agreement • February 14th, 2000 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • California
Market Warrant] Polyphase Corporation Common Stock Purchase Warrant Dated as of April 24, 1998 THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE...Polyphase Corp • December 29th, 1998 • Wholesale-construction & mining (no petro) machinery & equip • Texas
RECITALSManagement Agreement • February 11th, 1998 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • Texas
COMMERCIAL SECURITY AGREEMENT The date of this Commercial Security Agreement (Agreement) is APRIL 12, 2002 . ------------------ SECURED DEBTS. This Agreement will secure all sums advanced by Secured Party under the terms of this Agreement and the...Security Agreement • May 15th, 2002 • Overhill Corp • Wholesale-construction & mining (no petro) machinery & equip
[X] All Debt(s). All present and future debts, even if this Agreement is not referenced, the debts are also secured by other collateral, or the future debt is unrelated to or of a different type than the current debt. Nothing in this Agreement is a commitment to make future loans or advances.
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
A. The parties and OVERHILL L.C. VENTURES, INC., a California corporation, are parties to the Securities Purchase Agreement dated of even date herewith (as amended from time to time, the "Securities Purchase Agreement") -----------------------------...Rights Agreement • February 14th, 2000 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • California
EXHIBIT 10.33 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 16th, 1996 • Polyphase Corp • Wholesale-computers & peripheral equipment & software • 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
LOAN AGREEMENT April 12, 2002Loan Agreement • May 15th, 2002 • Overhill Corp • Wholesale-construction & mining (no petro) machinery & equip • Texas
EXHIBIT 10.76 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement"), is effective as of the 30/th/ day of September 1999, is made by and among Polyphase Corporation, a corporation duly organized and existing pursuant to the laws of...Stock Purchase Agreement • December 28th, 1999 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • Texas
AMENDMENT TO INVESTOR RIGHTS AGREEMENT -------------------------Investor Rights Agreement • December 22nd, 2000 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • California
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
UNCONDITIONAL AND CONTINUING GUARANTY (the "GUARANTY") BY: OVERHILL CORP ------------- (hereinafter the "GUARANTOR") For good and valuable consideration, the receipt of which is hereby acknowledged, and to induce BANCORPSOUTH BANK, a Mississippi...Overhill Corp • May 15th, 2002 • 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
RECITALSStock Purchase Agreement • June 16th, 1997 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • Texas
EXHIBIT 4.3 STOCK OPTION AGREEMENT Agreement made to document the option granted by the Board of Directors on April 5, 1991 and approved by the stockholders on November 5, 1991, between POLYPHASE CORPORATION, a Pennsylvania corporation (the "Company")...Stock Option Agreement • February 22nd, 1996 • Polyphase Corp • Wholesale-computers & peripheral equipment & software • Texas
EXHIBIT 10.87 ----------------------------------------------------------------- --------------- REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 29th, 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
Conditions: The condition for future advances are ------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- [ ] Open End...Overhill Corp • May 15th, 2002 • Wholesale-construction & mining (no petro) machinery & equip
For value received, I promise to you, or your order, at your address listed above the PRINCIPAL sum of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS AND 00 ---------------------------------------------------- CENTS Dollars $ $1,500,000.00 ------ -----------------
EXHIBIT 10.32 CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT THIS CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT ("Agreement") is entered into as of November 10, 1995, by and between Polyphase Corporation, a Nevada corporation (the "Company") and...Convertible Preferred Stock Purchase Agreement • January 16th, 1996 • Polyphase Corp • Wholesale-computers & peripheral equipment & software • Texas
GUARANTYPolyphase Corp • December 28th, 1999 • Wholesale-construction & mining (no petro) machinery & equip • Texas
AGREEMENT: ---------Security and Pledge Agreement • June 16th, 1997 • Polyphase Corp • Wholesale-construction & mining (no petro) machinery & equip • Texas
