0000950168-03-001457 Sample Contracts

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, 2003
Loan and Security Agreement • April 25th, 2003 • Levine Leichtman Capital Partners Ii Lp • 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”).

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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 Purchaser
Securities Purchase Agreement • April 25th, 2003 • Levine Leichtman Capital Partners Ii Lp • 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”).

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AMENDMENT TO EQUITY REPURCHASE OPTION AGREEMENT
Equity Repurchase Option Agreement • April 25th, 2003 • Levine Leichtman Capital Partners Ii Lp • 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”).

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SECOND AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENT
Intercreditor and Subordination Agreement • April 25th, 2003 • Levine Leichtman Capital Partners Ii Lp • Canned, frozen & preservd fruit, veg & food specialties • California

THIS SECOND AMENDED AND RESTATED INTERCREDITOR AND SUBORDINATION AGREEMENT is entered into as of the 16th day of April 2003 (this “Agreement”), by and between LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership (“Subordinated Lender”), and PLEASANT STREET INVESTORS, LLC, a California limited liability company, as the assignee of UBOC (as defined below) (“Senior Lender”).

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AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • April 25th, 2003 • Levine Leichtman Capital Partners Ii Lp • 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”).

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AGREEMENT REGARDING REPAYMENT OF BRIDGE NOTE
Agreement Regarding • April 25th, 2003 • Levine Leichtman Capital Partners Ii Lp • 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”).

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LIMITED RELEASE AND INDEMNITY AGREEMENT
Limited Release and Indemnity Agreement • April 25th, 2003 • Levine Leichtman Capital Partners Ii Lp • Canned, frozen & preservd fruit, veg & food specialties • California

THIS LIMITED RELEASE AND INDEMNITY AGREEMENT, dated as of April 16, 2003 (this “Release”), is entered into by and among UNION BANK OF CALIFORNIA, N.A. (“UBOC”), LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership (“LLCP”), and OVERHILL FARMS, INC., a Nevada corporation (“Overhill Farms”).

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