**Exhibit 4.3**

SECOND SUPPLEMENTAL INDENTURE

THIS SECOND SUPPLEMENTAL INDENTURE, dated as ofSeptember 13, 2006 (this “SUPPLEMENTAL INDENTURE”), is being entered into amongClovervale Farms, Inc., an Ohio corporation (“CLOVERVALE”), Chefs Pantry, Inc.,an Ohio corporation (“CHEFS PANTRY”), Clovervale Transportation, Inc., an Ohiocorporation (‘TRANSPORTATION”), Pierre Real Property, LLC, an Ohio limitedliability company (“PIERRE REAL PROPERTY”), Pierre Foods, Inc., as successor toPierre Merger Corp. (together with its successors and assigns, the “COMPANY”),each other then existing Guarantor under the Indenture referred to below (the “GUARANTORS”),and U.S. Bank National Association, TRUSTEE under the Indenture referred tobelow.  Clovervale Farms, Chefs Pantry,Transportation, and Pierre Real Property are sometimes referred to hereinindividually as a “NEW GUARANTOR” and collectively as the “NEW GUARANTORS”.

W I T N E S S E T H:

WHEREAS, the Company and the Trustee have heretoforeexecuted and delivered an Indenture, dated as of June 30, 2004 (as amended,supplemented, waived or otherwise modified, the “INDENTURE”), providing for theissuance of 9 7/8% Senior Subordinated Notes due 2012 of the Company (the “Notes”);

WHEREAS, Section 4.17 of the Indenture provides thatthe Company is required to cause Domestic Subsidiaries that are created oracquired after the date of the Indenture to execute and deliver to the Trusteea Supplemental Indenture pursuant to which such Subsidiary will fully andunconditionally guarantee, on a joint and several basis with the otherGuarantors, the full and prompt payment of the Obligations of the Company underthe Notes and the Indenture on a senior subordinated basis, and the performanceof all other obligations of the Company to the Holders and the Trustee all inaccordance with the terms set forth in Article 11 of the Indenture;

WHEREAS, pursuant to Section 9.01 of the Indenture,the Trustee, the Company and the Guarantors are authorized to execute anddeliver this Supplemental Indenture to amend the Indenture, without the consentof any Holder;

NOW, THEREFORE, in consideration of the foregoing andfor other good and valuable consideration, the receipt of which is herebyacknowledged, the New Guarantors, the Company, the other Guarantors and theTrustee mutually covenant and agree for the equal and ratable benefit of theHolders of the Notes as follows:

ARTICLE ONE

DEFINITIONS

Section 1.1             DEFINEDTERMS.  As used in this SupplementalIndenture, terms defined in the Indenture or in the preamble or recital heretoare used herein as therein defined, except that the term “HOLDERS” in thisSupplemental Indenture shall refer to the term “HOLDERS” as defined in theIndenture and the Trustee acting on behalf or for the benefit of such holders.The words “herein,” “hereof” and “hereby” and other words of similar importused 

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in this Supplemental Indenture refer to this SupplementalIndenture as a whole and not to any particular section hereof.

ARTICLE TWO

AGREEMENT TO BE BOUND; GUARANTEE

Section 2.1             AGREEMENTTO BE BOUND.  Each New Guarantor herebybecomes a party to the Indenture as a Guarantor and as such will have all ofthe rights and be subject to all of the obligations and agreements of aGuarantor under the Indenture.  Each NewGuarantor agrees to be bound by all of the provisions of the Indentureapplicable to a Guarantor and to perform all of the obligations and agreementsof a Guarantor under the Indenture.

Section 2.2             GUARANTEE.  Each New Guarantor hereby unconditionallyguarantees, as primary obligor and not merely as surety, jointly and severallywith each other Guarantor, to each Holder of the Notes and the Trustee, thefull and punctual payment when due, whether at maturity, upon redemption orrepurchase, by declaration of acceleration or otherwise, of the obligationspursuant to Article 11 of the Indenture and subject to the terms and conditionsof the Indenture.

ARTICLE THREE

MISCELLANEOUS

Section 3.1             RATIFICATIONOF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE; TRUSTEE’S DISCLAIMER.  Except as expressly amended hereby, theIndenture is in all respects ratified and confirmed and all the terms,conditions and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a partof the Indenture for all purposes, and every Holder of Notes heretofore orhereafter authenticated and delivered shall be bound hereby.  The Trustee makes no representation orwarranty as to the validity or sufficiency of this Supplemental Indenture.

Section 3.2             GOVERNINGLAW.  The law of the State of New Yorkshall govern and be used to construe this Supplemental Indenture.

Section 3.3             NOADVERSE INTERPRETATION OF OTHER AGREEMENTS. This Supplemental Indenture may not be used to interpret any otherindenture, loan or debt agreement of the Company or its Subsidiaries or of anyother Person (other than the Indenture). Any such indenture, loan or debt agreement may not be used to interpretthis Supplemental Indenture or the Indenture.

Section 3.4             SUCCESSORS.  All agreements of the New Guarantors in thisSupplemental Indenture shall bind its successors, except as otherwise providedin Article 11 of the Indenture.

Section 3.5             SEVERABILITY.  In case any provision in this SupplementalIndenture, the Indenture or in the Notes shall be invalid, illegal orunenforceable, the validity, legality and enforceability of the remainingprovisions shall not in any way be affected or impaired thereby.

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Section 3.6             COUNTERPARTORIGINALS.  The parties may sign anynumber of copies of this Supplemental Indenture.  Each signed copy shall be an original, butall of them together represent the same agreement.

Section 3.7             HEADINGS,ETC.  The Headings of the Articles andSections of this Supplemental Indenture have been inserted for convenience of referenceonly, are not to be considered a part of this Supplemental Indenture and shallin no way modify or restrict any of the terms or provisions hereof.

IN WITNESS WHEREOF, the parties hereto have causedthis Supplemental Indenture to be duly executed as of the date first abovewritten.
|        | CLOVERVALE FARMS, INC. |
|--------|------------------------|
|   | as a New Guarantor     |
|   |                   |   |
|   |                   |   |
|   | By                     | /s/ Joseph W. Meyers |
|   |                   | Joseph W. Meyers |
|   |                   | Vice President, Finance |

 
|        | CHEFS PANTRY, INC. |
|--------|--------------------|
|   | as a New Guarantor |
|   |               |   |
|   |               |   |
|   | By                 | /s/ Joseph W. Meyers |
|   |               | Joseph W. Meyers |
|   |               | Vice President, Finance |

 
|        | CLOVERVALE TRANSPORTATION,  INC. |
|--------|----------------------------------|
|   | as a New Guarantor               |
|   |                             |   |
|   |                             |   |
|   | By                               | /s/ Joseph W. Meyers |
|   |                             | Joseph W. Meyers |
|   |                             | Vice President, Finance |

 

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|        | PIERRE REAL PROPERTY, LLC |
|--------|---------------------------|
|   | as a New Guarantor        |
|   |                      |   |
|   |                      |   |
|   | By                        | /s/ Joseph W. Meyers |
|   |                      | Joseph W. Meyers |
|   |                      | Vice President, Finance |

 
|        | PIERRE FOODS, INC. |
|--------|--------------------|
|   |               |   |
|   |               |   |
|   | By                 | /s/ Joseph W. Meyers |
|   |               | Joseph W. Meyers |
|   |               | Vice President, Finance |

 
|        | U.S. BANK NATIONAL  ASSOCIATION, |
|--------|----------------------------------|
|   | as Trustee                       |
|   |                             |   |
|   |                             |   |
|   | By                               | /s/ Richard Prokosch |
|   |                             | Richard Prokosch |
|   |                             | Vice President |

 
|        | FRESH FOODS PROPERTIES,  LLC, |
|--------|-------------------------------|
|   | as a Guarantor                |
|   |                          |   |
|   |                          |   |
|   | By                            | /s/ Joseph W. Meyers |
|   |                          | Joseph W. Meyers |
|   |                          | Vice President, Finance |

 

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