OVERHILL FARMS INC
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>overhill_8kex10-1.txt
<TEXT>
<PAGE>
EXHIBIT 10.1

                              FOURTH AMENDMENT TO
                          SECOND AMENDED AND RESTATED
                          LOAN AND SECURITY AGREEMENT
                          ---------------------------

         THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT is dated October 6, 2004, to be effective as of September 26, 2004
(this "AMENDMENT"), by and among OVERHILL FARMS, INC., a Nevada corporation
("BORROWER"), and PLEASANT STREET INVESTORS, LLC, a California limited liability
company ("LENDER").

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

         A. Borrower and Lender are parties to that certain Second Amended and
Restated Loan and Security Agreement dated as of April 16, 2003, as amended by a
First Amendment to Second Amended and Restated Loan and Security Agreement dated
as of May 16, 2003, a Second Amendment to Second Amended and Restated Loan and
Security Agreement dated as of June 19, 2003, and a Third Amendment to Second
Amended and Restated Loan and Security Agreement dated as of October 31, 2003
(as so amended, the "LOAN AGREEMENT"). Unless otherwise indicated, capitalized
terms used and not otherwise defined herein have the meanings ascribed to them
in the Loan Agreement.

         B. On May 27, 2004, Lender agreed to permit Borrower to (i) exclude
$150,000 of Capital Expenditures incurred by Borrower in the Fiscal Quarter
ended June 27, 2004, in connection with the purchase and relocation of spiral
freezers, from Fixed Charges for purposes of calculating the minimum Fixed
Charge Coverage Ratio for the trailing three consecutive Fiscal Quarters ended
June 27, 2004, and (ii) increase the maximum amount of Capital Expenditures
permitted to be incurred by Borrower in the Fiscal Quarter ended June 27, 2004,
by such $150,000 of Capital Expenditures.

         C. Borrower has requested that Lender eliminate the application of any
Interest Rate Event to the Fiscal Quarters ending September 26, 2004 and January
2, 2005 (by revising the definition of Interest Rate Measurement Period), modify
certain terms of the Senior B Term Loan and amend certain financial covenants as
provided for herein, and Lender is willing to do so, but only on the terms and
subject to the conditions set forth herein.

         D. In addition, the Senior Subordinated Creditor and Borrower are
entering into certain amendments to the Securities Purchase Agreement as
provided for therein.

                               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:


<PAGE>


         1. AMENDMENTS TO LOAN AGREEMENT. Effective on and as of the Fourth
Amendment Effective Date (as defined in the Loan Agreement, as amended by this
Amendment), pursuant to Section 10.1 of the Loan Agreement, the Loan Agreement
shall be amended as follows:

                  (a) Clause (b) of Section 1.8 (Repayment and Prepayment) of
the Loan Agreement shall be amended to read in its entirety as follows:

                  "(b) SENIOR TERM B LOAN MATURITY. The Senior Term B Loan shall
         be repaid by Borrower as follows: Borrower shall make monthly
         installment payments of principal of the Senior Term B Loan on the last
         Business Day of each calendar month (or portion thereof) in the amounts
         set forth opposite each such last Business Day (it being understood
         that each such installment payment shall be due and payable on each
         such corresponding Business Day):

                                                      Installment
               Last Business Day of:                   Payment
               ---------------------                   -------
               September 2004......................   $  69,445
               October 2004........................     254,445
               November 2004.......................     254,445
               December 2004 ......................     274,445
               January 2005 .......................     254,445
               February 2005 ......................     254,445
               March 2005 .........................     274,445
               April 2005 and each calendar
               month thereafter ...................     266,945


                  Any principal balance of the Senior Term B Loan remaining
         outstanding on the Senior Term B Maturity Date shall be paid on the
         Senior Term B Maturity Date. Interest on the Senior Term B Loan shall
         accrue and be paid in accordance with Section 1.5."

                  (b) The preamble to Section 4.3 (Financial Covenants) of the
Loan Agreement shall be amended to read in its entirety as follows:

                  "4.3 FINANCIAL COVENANTS. Until the monetary Obligations under
         the Senior Term A Note and the Senior Term B Note have been paid in
         full, Borrower shall perform, comply with and observe each of the
         covenants set forth in this Section 4.3 (it being understood that
         references to the 'Period' covering the 'Trailing four consecutive
         Fiscal Quarters ending in December 2004' are in fact references to the
         'Period' covering the 'Trailing four consecutive Fiscal Quarters ending
         January 2, 2005').


                                      -2-
<PAGE>

                  (c) Clause (b) (Minimum Fixed Charge Coverage Ratio) of
Section 4.3 (Financial Covenants) of the Loan Agreement shall be amended by
adding the following sentence immediately following the table set forth therein:

                  "For purposes of calculating the Fixed Charge Coverage Ratio
         for any of the "Periods" set forth in the foregoing table that includes
         the Fiscal Quarter ended June 27, 2004, there shall be excluded from
         Fixed Charges for such Fiscal Quarter up to $150,000 of Capital
         Expenditures incurred by Borrower in such Fiscal Quarter solely in
         connection with the purchase and relocation of spiral freezers. For
         purposes of calculating the Fixed Charge Coverage Ratio for any of the
         "Periods" set forth in the foregoing table that includes the Fiscal
         Quarter ending September 26, 2004, there shall be excluded from Fixed
         Charges for such Fiscal Quarter up to $350,000 of Capital Expenditures
         incurred by Borrower in such Fiscal Quarter solely in connection with
         the purchase and relocation of spiral freezers."

                  (d) Clause (d) (Maximum Capital Expenditures) of Section 4.3
(Financial Covenants) of the Loan Agreement shall be amended to read in its
entirety as follows:

                  "(d) MAXIMUM CAPITAL EXPENDITURES. Capital Expenditures shall
         not exceed $300,000 in any Fiscal Quarter; PROVIDED, HOWEVER, that:

                           (i) if (A) Borrower prepares and furnishes to Lender
                  a "payback" analysis of Capital Expenditures it proposes to
                  make or incur in any Fiscal Quarter in excess of such maximum
                  Fiscal Quarterly amount, (B) Lender has at least five (5)
                  Business Days to review such analysis and (C) if satisfied
                  with such analysis in its sole discretion, Lender consents in
                  writing to such excess amount(s) prior to the incurrence
                  thereof, then Borrower may make or incur such excess Capital
                  Expenditures in such Fiscal Quarter; and

                           (ii) in addition to the $300,000 of Capital
                  Expenditures Borrower may incur in any Fiscal Quarter as
                  provided above, (A) Borrower may incur an aggregate of
                  $850,000 of Capital Expenditures in the Fiscal Year ending
                  September 26, 2004, to expand its "mandarin chicken"
                  manufacturing line, (B) Borrower may incur an aggregate of
                  $150,000 of Capital Expenditures in the Fiscal Quarter ended
                  June 27, 2004, solely in connection with the purchase and
                  relocation of spiral freezers and (C) Borrower may incur an
                  aggregate of $350,000 of Capital Expenditures in the Fiscal
                  Quarter ending September 26, 2004, solely in connection with
                  the purchase and relocation of such spiral freezers."


                                      -3-
<PAGE>

                  (e) Clause (g) (Minimum Net Working Capital) of Section 4.3
(Financial Covenants) of the Loan Agreement shall be amended to read in its
entirety as follows:

                  "(g) MINIMUM NET WORKING CAPITAL. For each of the Fiscal
         Months listed in the table below, Net Working Capital at the end of
         each such Fiscal Month shall not be less than the amount set forth
         opposite each such Fiscal Month:

                                                    Minimum Net
               Fiscal Month                       Working Capital
               ------------                       ---------------
               September 2004.................    $  11,165,000
               October 2004...................       11,067,500
               November 2004..................       10,970,000
               December 2004 .................       10,972,500
               January 2005 ..................       10,775,000
               February 2005 .................       11,044,445
               March 2005 ....................       11,413,890
               April 2005 ....................       11,583,335
               May 2005 ......................       11,852,780
               June 2005 .....................       12,322,225
               July 2005 .....................       12,391,670
               August 2005 ...................       12,661,115
               September 2005.................       13,030,560
               October 2005...................       12,400,005
               November 2005..................       12,500,005
               December 2005 .................       12,700,005
               January 2006 ..................       12,500,005
               February 2006 .................       12,600,005
               March 2006 ....................       13,000,005
               April 2006 ....................       13,200,005
               May 2006 ......................       13,400,005
               June 2006 .....................       13,700,005
               July 2006 .....................       13,800,005
               August 2006 ...................       14,000,005
               September 2006.................       14,300,005


                                      -4-
<PAGE>


                  (f) Schedule A (Definitions and Rules of Construction) of the
Loan Agreement shall be amended by adding the following new definitions to
Schedule A in alphabetical order:

                  "'FOURTH AMENDMENT' shall mean that certain Fourth Amendment
         to Second Amended and Restated Loan and Security Agreement dated
         October 6, 2004, to be effective as of September 26, 2004."

                  "'FOURTH AMENDMENT EFFECTIVE DATE' shall mean September 26,
         2004."

                  "'INCREMENTAL SENIOR TERM B LOAN PRINCIPAL PAYDOWN' shall mean
         scheduled payments of principal on the Senior Term B Loan in excess of
         $69,445."

                  "'LIBOR BUSINESS DAY' shall mean any Business Day on which
         commercial banks are open for international business (including
         dealings in interbank U.S Dollar deposits) in London, England."

                  "'LIBOR INTEREST PERIOD' shall mean, with respect to the
         Senior Term B Loan, (i) the period commencing on September 27, 2004,
         and ending November 25, 2004, and (ii) each sixty (60) day period
         thereafter, as determined by Lender, each of which periods shall
         commence on the last day of the immediately preceding LIBOR Interest
         Period; PROVIDED, HOWEVER, that (A) any LIBOR Interest Period (1) that
         would otherwise end on a day that is not a LIBOR Business Day shall be
         extended to the next succeeding LIBOR Business Day, unless such
         succeeding LIBOR Business Day falls into another calendar month, in
         which case such LIBOR Interest Period shall end on the next preceding
         LIBOR Business Day or (2) that begins on the last LIBOR Business Day of
         a calendar month (or on a day for which there is no numerically
         corresponding day in the calendar month, at the end of such LIBOR
         Interest Period) shall end on the last LIBOR Business Day of a calendar
         month, (B) no LIBOR Interest Period shall end after the Senior Term B
         Loan Maturity Date."

                  "'LIBOR RATE' shall mean, with respect to each LIBOR Interest
         Period and at the time of determination, a variable rate of interest
         (rounded upwards, if necessary, to the nearest 1/100 of 1.0%) equal to
         the rate of interest determined by Lender at which deposits in United
         States dollars are offered for such LIBOR Interest Period by Bank of
         America's principal office in London, England, to prime banks in the
         London interbank market at approximately 11:00 a.m. (London time) on
         the day which is two (2) Business Days prior to the first day of such
         LIBOR Interest Period."


                                      -5-
<PAGE>

                  (g) Schedule A (Definitions and Rules of Construction) of the
Loan Agreement shall be amended by amending the following existing definitions
to read in their entirety as follows:

                  "'ADJUSTED CURRENT LIABILITIES' shall mean, at any time, (i)
         all Indebtedness and other liabilities of Borrower that are classified
         as 'current liabilities' at such time in accordance with GAAP, MINUS
         (ii) all Indebtedness owing to Levine Leichtman Capital Partners, II,
         L.P., in its capacity as the Senior Subordinated Creditor, at such
         time, if and only to the extent such Indebtedness is classified at such
         time as a 'current liability' in accordance with GAAP."

                  "'APPLICABLE RATE' shall mean:

                           (i) With respect to the Senior Term A Loan, a rate
                  per annum accruing on the Senior Term A Loan equal to the
                  greater of (A) five and one-half percent (5.5%) and (B) the
                  Prime Rate in effect from time to time plus one and one-half
                  percent (1.5%); PROVIDED, HOWEVER, that if for any Performance
                  Week the outstanding principal balance of the Senior Term A
                  Loan exceeds the In-Formula Amount as shown on the Borrowing
                  Base Certificate pertaining to that Performance Week, then,
                  with respect to such excess, the Applicable Rate for the
                  Application Week to which that Performance Week relates shall
                  be a rate per annum equal to the greater of (A) eight percent
                  (8.0%) and (B) the Prime Rate in effect from time to time PLUS
                  four percent (4.0%); and

                           (ii) With respect to the Senior Term B Loan, a rate
                  per annum accruing on the Senior Term B Loan equal to the
                  LIBOR Rate PLUS 750 basis points.

                  In addition, if, for any Interest Rate Measurement Period, an
         Interest Rate Event occurs, the Applicable Rate for the Fiscal Quarter
         immediately succeeding such Interest Rate Event Measurement Period
         shall be equal to the rate of interest determined, with respect to the
         Senior Term A Loan, under clause (i) and, with respect to the Senior
         Term B Loan, under clause (ii), in each case PLUS 200 basis points."

                  "'FIXED CHARGES' shall mean, for any period and without
         duplication, the sum of (i) Cash Interest Expense; (ii) scheduled
         payments of principal on any Indebtedness of Borrower and its
         Subsidiaries, excluding (a) scheduled payment at maturity of principal
         on the Term Loans and (b) the Incremental Senior Term B Loan Principal
         Paydown; (iii) scheduled Capitalized Lease Obligations of Borrower or
         any of its Subsidiaries for such period representing principal; (iv)
         Taxes estimated to be paid by Borrower and its Subsidiaries (after
         giving effect to the net



                                      -6-
<PAGE>

         operating loss carryforward of TreeCon, if any, for any period ending
         on or prior to the Spin-Off Effective Date); (v) cash dividends or
         distributions, if any, paid by Borrower or any of its Subsidiaries;
         (vi) Capital Expenditures; and (vii) with respect to any period ended
         on or before the Spin-Off Effective Date, all Tax Sharing Cash
         Payments, in each of clauses (i) through (vii) for such period."

                  "'INTERCREDITOR AGREEMENT' shall mean a Second Amended and
         Restated Intercreditor and Subordination Agreement dated as of April
         16, 2003, between Lender and Senior Subordinated Creditor, as amended
         by a First Amendment to and Consent under Second Amended and Restated
         Intercreditor and Subordination Agreement dated as of October 31, 2003,
         and as supplemented by a Consent under Second Amended and Restated
         Intercreditor and Subordination Agreement dated October 6, 2004, to be
         effective as of September 26, 2004, as further amended or supplemented
         from time to time."

                  "'INTEREST RATE MEASUREMENT PERIOD' shall mean each of the
         measurement "Periods" described in Sections 4.3(a), 4.3(b) and 4.3(c),
         as applicable, other than, in each such case, (i) the trailing four
         consecutive Fiscal Quarters ending September 26, 2004, and (ii) the
         trailing four consecutive Fiscal Quarters ending January 2, 2005."

                  "'SECURITIES PURCHASE AGREEMENT' shall mean 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, a
         Second Amendment to Second Amended and Restated Securities Purchase
         Agreement dated as of June 19, 2003, a Third Amendment to Second
         Amended and Restated Securities Purchase Agreement dated as of October
         31, 2003, and a Fourth Amendment to Second Amended and Restated
         Securities Purchase Agreement dated October 6, 2004, to be effective as
         of September 26, 2004, as further amended from time to time."

                  "'SENIOR TERM B MATURITY DATE'" means the earliest of (a)
         January 31, 2006, (b) the date Lender's obligation to make Loans is
         terminated and the Obligations are declared to be due and payable
         pursuant to Section 7.2, and (c) the date of prepayment in full by
         Borrower of the Obligations in accordance with the provisions of
         Section 1.10."

                  (h) Each of the Disclosure Schedules to the Loan Agreement
listed in EXHIBIT A attached hereto shall be amended by the Disclosure Schedules
attached to such EXHIBIT A as provided for in such amended Disclosure Schedules
(it being understood that such amended Disclosure Schedules shall update the
corresponding Disclosure Schedules through and including the Fourth Amendment
Effective Date).


                                      -7-
<PAGE>

         2. CONDITIONS PRECEDENT TO AMENDMENTS. The effectiveness of the
amendments set forth in Section 1 as of the Fourth Amendment Effective Date
shall be subject to the satisfaction, in Lender's sole discretion, of each of
the following conditions precedent:

                  (a) FOURTH AMENDMENT EFFECTIVE DATE. All of the conditions
precedent set forth in this Section 2 shall have been satisfied effective as of
the Fourth Amendment Effective Date.

                  (b) Amended Loan Documents. Lender shall have received the
following closing documents, each dated as of the Fourth Amendment Effective
Date (collectively, and together with this Amendment, the "FOURTH AMENDMENT LOAN
DOCUMENTS"):

                           (i) AMENDMENT TO INTERCREDITOR AGREEMENT. A Second
Amendment to and Consent Under Second Amended and Restated Intercreditor and
Subordination Agreement, duly executed by Senior Subordinated Creditor and
Borrower.

                  (c) AMENDMENT TO SECURITIES PURCHASE AGREEMENT. Senior
Subordinated Creditor and Borrower shall have entered into a fourth amendment to
the Securities Purchase Agreement, in form and substance satisfactory to Lender.

                  (d) REPRESENTATIONS AND WARRANTIES. Lender shall have received
from Borrower an Officers' Certificate, in form and substance satisfactory to
Lender, dated as of the Fourth Amendment Effective Date and duly executed by the
President and Chief Executive Officer and the Chief Financial Officer of
Borrower, to the effect that (i) after giving effect to the execution, delivery
and performance of this Amendment and the other Fourth Amendment Loan Documents
and the amended Disclosure Schedules attached as Exhibit A hereto, each of the
representations and warranties of Borrower contained in the Loan Agreement was
true and correct on and as of the date made and was true and correct on and as
of the Fourth Amendment Effective Date, with the same effect as if made on and
as of the Fourth Amendment Effective Date; (ii) each of the covenants and
agreements of Borrower required to be performed or satisfied under this
Amendment on or before the Fourth Amendment Effective Date has been performed or
satisfied on or before the Fourth Amendment Effective Date; (iii) Borrower has
satisfied or fulfilled each of the conditions precedent set forth in this
Section 2; (iv) no Default or Event of Default has occurred and is continuing or
will result from the execution, delivery or performance of this Amendment or the
other Fourth Amendment Loan Documents and (v) since September 28, 2003, no
Material Adverse Change has occurred other than as previously disclosed to
Lender in writing or as previously disclosed in Borrower's SEC Documents.

                  (e) AMENDMENT FEE. Lender shall have received from Borrower a
nonrefundable amendment fee, payable in cash, in the amount of $11,325.

                  (f) [INTENTIONALLY OMITTED.]

                  (g) REIMBURSEMENT OF FEES AND EXPENSES. Borrower shall have
reimbursed Lender for all actual and estimated fees, costs and expenses,
including attorneys' fees and expenses, incurred or to be incurred by Lender and
remaining unpaid as of the Fourth Amendment Effective Date, as required under
Section 10.2 of the Loan Agreement,


                                      -8-
<PAGE>


including the fees and expenses incurred or to be incurred in connection with
the preparation, execution, delivery and performance of this Amendment and the
other Fourth Amendment Loan Documents and the consummation of the transactions
contemplated hereby and thereby.

                  (h) CONSENTS. Borrower shall have obtained or made all
Consents required to be obtained from all Governmental Authorities and other
Persons (including the amendment referred to in Section 2(b)(i) above) in
connection with the execution, delivery and performance of this Amendment and
the other Fourth Amendment Loan Documents, and Lender shall have approved the
terms and conditions thereof.

                  (i) CERTIFIED BOARD RESOLUTIONS. Lender shall have received a
Secretary's Certificate from Borrower, in form and substance satisfactory to
Lender, duly executed by the Secretary of Borrower and dated as of the Fourth
Amendment Effective Date, certifying as to (i) the charter of Borrower, as
amended, (ii) the Bylaws of Borrower, as amended, and (iii) the resolutions of
the Board of Directors of Borrower approving the execution, delivery and
performance of this Amendment and each of the other Fourth Amendment Loan
Documents and the consummation of the transactions contemplated hereby and
thereby.

                  (j) GOOD STANDING CERTIFICATES. Lender shall have received (i)
a corporate good standing certificate and a tax good standing certificate, if
available, for Borrower from the Secretary of State of the State of Nevada and
Nevada taxing authority, (ii) a corporate good standing certificate and a tax
good standing certificate for Borrower from the Secretary of State of the State
of California and the Franchise Tax Board of the State of California,
respectively, and (iii) a corporate good standing certificate and a tax good
standing certificate, if available, of Borrower from the Secretaries of State or
similar governmental authority of each jurisdiction in which Borrower is
required to be qualified to transact business as a foreign corporation or other
entity, in each case dated as of a recent practicable date.

                  (k) CERTIFIED FINANCIAL PROJECTIONS. Borrower shall have
delivered to Lender, and Lender shall have approved, consolidated financial
projections of Borrower for the two-year period commencing September 27, 2004,
and ending on the last day of the Fiscal Year ending in September 2006. Such
financial projections shall be prepared in accordance with the requirements of
Section 5.1(f) of the Loan Agreement and, among other things, shall specify the
assumptions on which they are based and shall be made in good faith. The
financial projections shall be accompanied by an Officers' Certificate, in form
and substance satisfactory to Lender, duly executed by the President and Chief
Executive Officer and the Chief Financial Officer of Borrower, certifying as to
the assumptions on which such financial projections are based.

                  (l) LEGAL PROHIBITIONS. The consummation of the transactions
contemplated by this Amendment and the other Fourth Amendment Loan Documents
shall not be prohibited by or violate any Applicable Laws and shall not subject
any party to any Tax, penalty or liability, under or pursuant to any Applicable
Laws.


                                      -9-
<PAGE>

         3. REPRESENTATIONS AND WARRANTIES OF BORROWER. In order to induce
Lender to enter into this Amendment, Borrower represents and warrants to Lender
as follows:

                  (a) AUTHORIZATION; BINDING EFFECT. Borrower has the full power
and authority to enter into, deliver and perform its obligations under this
Amendment and the other Fourth Amendment Loan Documents. The execution, delivery
and performance by Borrower of this Amendment and the other Fourth Amendment
Loan Documents and the consummation of the other transactions contemplated
hereby and thereby have been duly and validly authorized by all necessary action
on the part of Borrower. This Amendment has been, and as of the Fourth Amendment
Effective Date each of the other Fourth Amendment Loan Documents will be, duly
executed and delivered by Borrower. This Amendment constitutes, and as of the
Fourth Amendment Effective Date each of the other Fourth Amendment Loan
Documents will constitute, the legal, valid and binding obligations of Borrower,
enforceable against Borrower in accordance with its terms, except as enforcement
may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or conveyance or similar laws relating to or limiting creditors' rights
generally or by equitable principles relating to enforceability and except as
rights of indemnity or contribution may be limited by federal or state
securities or other laws or the public policy underlying such laws.

                  (b) NO CONFLICT. The execution, delivery and performance by
Borrower of this Amendment and the other Fourth Amendment Loan Documents and the
consummation of the transactions contemplated hereby and thereby do not and will
not violate or conflict with, or cause a default under, or give rise to a right
of termination under, (i) the charter or bylaws of Borrower, as in effect on the
date hereof; (ii) any Applicable Laws; or (iii) any term of any material
contract, indenture, note, mortgage, instrument, agreement or other document to
which Borrower is a party or by which any of its properties or assets are bound.

                  (c) RANK; OBLIGATIONS. The Senior Term A Loan ranks PARI PASSU
with the Senior Term B Loan, and no other Indebtedness of Borrower ranks senior
to, or PARI PASSU with, the Senior Term A Loan or the Senior Term B Loan.
Immediately following the closing of the transactions contemplated hereby, there
will be no agreement, indenture, instrument or other document to which Borrower
is a party or by which it or they are bound that requires the subordination in
right of payment or rights upon liquidation of any Obligations to the repayment
of any other existing or future Indebtedness of Borrower.

                  (d) NO CONSENTS. Other than the Consent of the Senior
Subordinated Lender and those obtained or made pursuant to Section 2(h) above,
neither Borrower nor any of its Affiliates is required to obtain from or make
with any Governmental Authority or any other Person any Consent in connection
with execution, delivery or performance of this Amendment or any other Fourth
Amendment Loan Documents or for the purpose of maintaining in full force and
effect any Licenses and Permits of Borrower, except where the failure to obtain
such consent or maintain any such License or Permit, as the case may be, could
not have a Material Adverse Effect. There are no orders, decrees, judgments,
injunctions or rulings of any Governmental Authority against Borrower or any of
its assets.


                                      -10-
<PAGE>

                  (e) REPRESENTATIONS AND WARRANTIES. After giving effect to the
updated Disclosure Schedules attached as EXHIBIT A hereto, each of the
representations and warranties of Borrower contained in the Loan Agreement is
true and correct in all material respects (it being understood that Overhill
Ventures has been liquidated, wound up and dissolved and Borrower has no
Subsidiaries).

                  (f) NO DEFAULT. No Default or Event of Default has occurred
and is continuing or will result from the execution and delivery of this
Amendment or the other Fourth Amendment Loan Documents or the consummation of
the transactions contemplated hereby or thereby.

                  (g) COLLATERAL SECURITY. The Liens granted in favor of Lender
under the Collateral Documents continue to constitute valid, enforceable,
perfected and continuing security interests and Liens in, on and to the
Collateral to secure the payment and performance in full of all Obligations,
including the Senior Term A Loan and the Senior Term B Loan, and such security
interests and liens are subject, as to priority, only to the Permitted Liens to
the extent entitled to priority under Applicable Law.

                  (h) PRINCIPAL BALANCES. As of the date hereof, the principal
amount of the Senior Term A Loan is $17,800,000 and the principal amount of the
Senior Term B Loan is $4,305,550.

         4. CONFIRMATION; FULL FORCE AND EFFECT. The amendments set forth in
Section 1 shall amend the Loan Agreement on and as of the Fourth Amendment
Effective Date, and the Loan Agreement shall otherwise remain in full force and
effect, as amended thereby, from and after the Fourth Amendment Effective Date
in accordance with its terms. Borrower hereby ratifies, approves and affirms in
all respects each of the Loan Agreement, as amended hereby, the Senior Term A
Note, the Senior Term B Note, the Collateral Documents (including the Liens
granted in favor of Lender under the Collateral Documents) and each of the other
Loan Documents, the terms and other provisions hereof and thereof and the
Obligations hereunder and thereunder.

         5. NO OTHER AMENDMENTS. This Amendment is being delivered without
prejudice to the rights, remedies or powers of Lender under or in connection
with the Loan Agreement, the Senior Term A Note, the Senior Term B Note, the
Collateral Documents and the other Loan 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 Loan Agreement or any Loan Document or the obligations of Borrower
thereunder. In addition, nothing contained in this Amendment is intended to
constitute, or shall be construed as, a waiver of any Interest Rate Event,
Default or Event of Default, or other breach or violation of the Loan Agreement,
the Senior Term A Note, the Senior Term B Note, the Collateral Documents or any
other Loan Document, whether past, present or future, or a forbearance by Lender
of any of its rights, remedies or powers against Borrower or the Collateral.
Lender hereby expressly reserves all of its rights, powers and remedies under or
in connection with the Loan Agreement, the Senior Term A Note, the Senior Term B
Note, the Collateral Documents and the other Loan


                                      -11-
<PAGE>


Documents, whether at law or in equity, including, without limitation, the right
to declare all Obligations to be due and payable.

         6. MISCELLANEOUS.

                  (a) ENTIRE AGREEMENT; SUCCESSORS AND ASSIGNS. This Amendment
and the other Fourth Amendment Loan Documents constitute the entire
understanding and agreement with respect to the subject matter hereof and
supersede 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 one or
more 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.

                    [REST OF PAGE INTENTIONALLY LEFT BLANK]



                                      -12-
<PAGE>


         IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered by their duly authorized representatives on the first
date written above, to be effective as of the Fourth Amendment Effective Date.

                                      BORROWER
                                      --------

                                      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

                                     LENDER
                                     ------

                                     PLEASANT STREET INVESTORS, LLC, a
                                     California limited liability company

                                     By: Levine Leichtman Capital Partners,
                                         Inc., its Manager

                                         By: /s/ Steven E. Hartman
                                             -----------------------------------
                                             Steven E. Hartman
                                             Vice President


                                      -13-
<PAGE>

                                    EXHIBIT A

                          Amended Disclosure Schedules
                          ----------------------------

         Attached hereto are amended, updated versions of the following
Disclosure Schedules, which Disclosure Schedules are amended and updated through
and including the Fourth Amendment Effective Date (it being understood that all
other Disclosure Schedules shall remain unamended and in full force and effect):

     Schedule 3.5 --               Conflicts with Other Instruments; Existing
                                   Defaults; Rank
     Schedule 3.10 --              SEC Documents
     Schedule 3.12(a)(i) --        Existing Indebtedness
     Schedule 3.12(a)(iv) --       UCC Financing Statements
     Schedule 3.12(a)(v) --        Payables Aging Schedule
     Schedule 3.14 --              Material Contracts
     Schedule 3.20 --              Legal Action
     Schedule 3.23 --              Licenses and Permits
     Schedule 3.25 --              Real Property
     Schedule 3.31 --              Insurance
     Schedule 3.32 --              Customers
     Schedule 3.33 --              Suppliers
     Schedule 3.35 --              Personal Property Leases
     Schedule 3.36 --              Employment Agreements
     Schedule 3.46 --              Executive Offices; Corporate or Other Names
     Schedule C --                 Non-Standard Concentration Account Debtors


                                      -14-

</TEXT>
</DOCUMENT>
