OVERHILL FARMS INC
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>15
<FILENAME>overhill_8kex10-17.txt
<TEXT>
<PAGE>

EXHIBIT 10.17

                               SECOND AMENDMENT TO
                           SECOND AMENDED AND RESTATED
                          SECURITIES PURCHASE AGREEMENT
                          -----------------------------


         THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SECURITIES
PURCHASE AGREEMENT is entered into and effective as of June 19, 2003 (this
"AMENDMENT"), by and among OVERHILL FARMS, INC., a Nevada corporation (the
"COMPANY"), the entities from time to time parties thereto as Guarantors, and
LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a California limited partnership
(the "PURCHASER").

                                 R E C I T A L S
                                 ---------------

         A. The Company, the entities from time to time parties thereto as
Guarantors (including Overhill Ventures) and the Purchaser are parties to that
certain Second Amended and Restated Securities Purchase Agreement dated as of
April 16, 2003, as amended by a First Amendment to Second Amended and Restated
Securities Purchase Agreement dated as of May 16, 2003 (as so amended, the
"SECURITIES PURCHASE AGREEMENT"). Unless otherwise indicated, capitalized terms
used and not otherwise defined herein have the meanings ascribed to them in the
Securities Purchase Agreement.

         B. At the Company's request, the Purchaser has agreed to amend Section
9.1 (Limitations on Indebtedness) of the Securities Purchase Agreement on the
terms and conditions provided for herein.

                                A G R E E M E N T
                                -----------------

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants, conditions and provisions contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

         1. AMENDMENT TO SECURITIES PURCHASE AGREEMENT. Pursuant to Section 12.3
of the Securities Purchase Agreement, clause (d) of Section 9.1 (Limitations on
Indebtedness) of the Securities Purchase Agreement is hereby amended to read in
its entirety as follows:

                           "(d) Trade accounts payable arising in the ordinary
                  course of business that are more than sixty (60) days past
                  their due dates and do not exceed in the aggregate (i) at any
                  time from the Effective Date to and including June 30, 2003
                  (during which period the Company shall have complied with the
                  Trade Payables Reduction Plan), the amount of such trade
                  accounts payable on the Effective Date (ii) $1,650,000 at any
                  time during the period commencing on July 1, 2003, and ending
                  on the last day of the Company's fiscal year ending in
                  September 2003, and (iii) $200,000 at any time thereafter;
                  PROVIDED, HOWEVER, that if during any of such periods the
                  aggregate amount of any such trade accounts payable exceeds
                  the applicable amount for such period at any one time, then
                  the Company shall not be deemed to be in violation of this
                  clause (d) if the amount in excess of such applicable amount
                  is being disputed or contested in good faith by appropriate
                  proceedings in a commercially reasonable manner; or"

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         2. CONFIRMATION; FULL FORCE AND EFFECT. The amendment set forth in
Section 1 above shall amend the Securities Purchase Agreement on and as of the
date hereof, and the Securities Purchase Agreement shall remain in full force
and effect, as amended thereby, from and after the date hereof in accordance
with its terms. The Company hereby ratifies, approves and affirms in all
respects each of the Securities Purchase Agreement, as amended hereby, the Note,
the Collateral Documents (including the Liens granted in favor of the Purchaser
under the Collateral Documents) and each of the other Investment Documents, the
terms and other provisions hereof and thereof and the Obligations due hereunder
and thereunder.

         3. CONFIRMATION OF GUARANTY. The Guarantor hereby acknowledges that it
has read this Amendment and consents to its terms. Further, the Guarantor (a)
confirms that it is a party to the Guaranty and that, among other things, the
payment and performance of the Obligations is guarantied by it under the
Guaranty, (b) ratifies, approves and reaffirms in all respects the terms and
other provisions of, and its obligations under, the Guaranty, the Collateral
Documents and the other Investment Documents to which it is a party or which it
has consented to or acknowledged and (c) confirms that the Guaranty, the
Collateral Documents and the other Investment Documents to which it is a party
remain in full force and effect in accordance with their respective terms.

         4. NO OTHER AMENDMENTS. This Amendment is being delivered without
prejudice to the rights, remedies or powers of the Purchaser under or in
connection with the Securities Purchase Agreement, the Note, the Collateral
Documents and the other Investment Documents, Applicable Laws or otherwise and,
except as expressly provided in Section 1 above, shall not constitute or be
deemed to constitute an amendment or other modification of, or a supplement to,
the Securities Purchase Agreement or any Investment Document or the obligations
of the Company Parties thereunder. In addition, nothing contained in this
Amendment is intended to constitute, or shall be construed as, a waiver of any
breach, violation, Default or Event of Default, whether past, present or future,
under the Securities Purchase Agreement, the Note, the Collateral Documents or
any other Investment Document, or a forbearance by the Purchaser of any of its
rights, remedies or powers against the Company Parties (or any of them) or the
Collateral. The Purchaser hereby expressly reserves all of its rights, powers
and remedies under or in connection with the Securities Purchase Agreement, the
Note, the Collateral Documents and the other Investment Documents, whether at
law or in equity, including, without limitation, the right to declare all
Obligations to be due and payable.


                                      -2-
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         5. MISCELLANEOUS PROVISIONS.

                  (a) ENTIRE AGREEMENT; SUCCESSORS AND ASSIGNS. This Amendment
constitutes the entire understanding and agreement with respect to the subject
matter hereof and supersedes all prior oral and written, and all contemporaneous
oral, agreements and understandings with respect thereto. This Amendment shall
inure to the benefit of, and be binding upon, the parties and their respective
successors and permitted assigns.

                  (b) GOVERNING LAW. IN ALL RESPECTS, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE (WITHOUT
REGARD TO THE CHOICE OF LAW OR CONFLICTS OF LAW PROVISIONS THEREOF).

                  (c) COUNTERPARTS. This Amendment may be executed in any number
of counterparts and by facsimile transmission, each of which shall be deemed an
original and all of which taken together shall constitute one and the same
instrument.







                            [SIGNATURE PAGE FOLLOWS]



                                      -3-
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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their duly authorized representatives as of the date
first written above.

                          COMPANY
                          -------

                          OVERHILL FARMS, INC., a Nevada corporation


                          By:  /S/ JAMES RUDIS
                               -------------------------------------------------
                               James Rudis
                               President and Chief Executive Officer


                          By:  /S/ JOHN STEINBRUN
                               -------------------------------------------------
                               John Steinbrun
                               Senior Vice President and Chief Financial Officer

                          GUARANTOR
                          ---------

                          OVERHILL L.C. VENTURES, INC., a California corporation


                          By:  /S/ JAMES RUDIS
                               -------------------------------------------------
                               James Rudis
                               President


                          PURCHASER
                          ---------

                          LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P., a
                          California limited partnership

                          By:  LLCP California Equity Partners II, L.P., a
                               California limited partnership, its General
                               Partner

                               By:  Levine Leichtman Capital Partners, Inc.,
                                    a California corporation, its General
                                    Partner

                                    By: /S/ STEVEN E. HARTMAN
                                       ------------------------
                                        Steven E. Hartman
                                        Vice President


                                      -4-


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