EQUITY REPURCHASE OPTION AGREEMENT
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 ”).
A. The parties hereto are currently parties to that certain Equity Repurchase Option Agreement dated as of September 11,
2003 (the “ Option Agreement ”), pursuant to which, among other things, LLCP granted to the Company certain rights to
repurchase all, but not less than all, of the LLCP Equity Securities on the terms and subject to the conditions set forth therein.
Capitalized terms used and not defined herein have the meanings ascribed to them in the Option Agreement.
B. Concurrently herewith, the Company, the entities from time to time parties thereto as Guarantors (including Overhill L.C.
Ventures, Inc.) and LLCP are entering into that certain Second Amended and Restated Securities Purchase Agreement dated of
even date herewith (the “ Securities Purchase Agreement ”), pursuant to which, among other things, the parties thereto are
amending and restating the Existing Securities Purchase Agreement (as defined therein), all on the terms and subject to the
conditions set forth therein.
C. In connection with the execution and delivery of the Securities Purchase Agreement, the parties wish to amend the
Option Agreement on the terms set forth herein.
NOW, THEREFORE, in consideration of the promises and of the mutual covenants contained herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
1. Amendments to Option Agreement . Pursuant to Section 3.7 of the Option Agreement, the Option Agreement is hereby
amended as follows:
1.1 Section 1 (Definitions) of the Option Agreement is here