OVERHILL FARMS, INC.
TO SENIOR SECURED CREDIT AGREEMENT
This SECOND AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT (this "Amendment") is
dated as of March 9, 2007 and entered into by and among Overhill Farms, Inc., a Nevada corporation
("Borrower"), the lenders listed on the signature pages hereof ("Lenders") and Guggenheim Corporate Funding,
LLC, a Delaware limited liability company, as collateral agent for the Lenders ( "Collateral Agent"), and as
administrative agent, arranger and syndication agent for the Lenders ("Administrative Agent"), and is made with
reference to that certain Senior Secured Credit Agreement, dated as of April 17, 2006 (the "Senior Credit
Agreement") as amended by the First Amendment, to the Credit Agreement dated as of May 16, 2006 (the
"First Amendment" and, together with the Senior Credit Agreement, the "Credit Agreement"), by and among
Borrower, the lenders listed on the signature pages thereof, Collateral Agent and Administrative Agent.
Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit
WHEREAS, Borrower, Lenders, Collateral Agent and Administrative Agent desire to amend the Credit
Agreement to increase the total amount of each of the Tranche A commitment and the Tranche B commitment
and to add an additional Lender party thereto; and
WHEREAS, Borrower, Lender, Collateral Agent and Administrative Agent desire to amend Section 9.07 of the
Credit Agreement to increase the permitted amount of Capital Expenditures in 2007 and to use the proceeds of
the increased Tranche A Commitments and Tranche B Commitments for that purpose.
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein
contained, the parties hereto agree as follows:
1. AMENDMENTS TO THE CREDIT AGREEMENT.
(a) Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of "TOTAL FACILITY"
now contained th