Exhibit 10.29


 


AMENDMENT
NO. 3


TO


AMENDED
AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT


OF


AGRILINK
HOLDINGS LLC


 


This
Amendment No. 3 (this “Amendment”) 
to the Amended and Restated Limited Liability Company Agreement (the “Agreement”)
of Agrilink Holdings LLC (the “Company”), 
dated as of August 19, 2002 is entered into as of February 11,
2004. All capitalized terms used and not otherwise defined herein shall have
the meanings given to them in the Agreement.


 


WHEREAS,  pursuant to Section 2.2  of the Agreement,  the Management Committee may select the name
of the Company; and


 


WHEREAS,  pursuant to Section 7.5  of the Agreement,  the Management Committee may amend the
Agreement;


 


NOW,
THEREFORE, the Management Committee desires to amend the Agreement in
accordance with the terms of Section 2.2 and Section 7.5 of the
Agreement to reflect the foregoing, and hereby agrees as follows:


 


ARTICLE
I


AMENDMENTS


 


1.1
Section 2.2 of the Agreement is hereby deleted in its entirety and is
hereby replaced with the following:


 


Section 2.2
Name. The name of the Company is “Birds Eye Holdings LLC,” and all Company
business shall be conducted in that name or in such other names that comply
with applicable law as the Management Committee may select from time to time.


 


1.2
Section 3.2 of the Agreement. 
Subsection (a) of Section 3.2 of the Agreement is hereby amended
to delete the words “nine (9)  persons” and to add the words “eleven (11)
persons” in the first sentence thereof.


 

















 


ARTICLE III


MISCELLANEOUS


 


3.1
General.  Except as expressly set forth
in this Amendment,  all of the terms and
conditions of the Agreement shall remain in full force and effect.


 


3.2
Governing Law. THIS AMENDMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,   EXCLUDING ANY CONFLICT-OF-LAWS RULE OR
PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT
TO THE LAW OF ANOTHER JURISDICTION.


 


3.3  Counterparts. 
This Amendment may be executed in any number of counterparts (including
by means of telecopied signature pages), 
all of which together shall constitute a single instrument.


 


3.4  Section Titles.  Section titles and headings are for
descriptive purposes only and shall not control or alter the meaning of this
Amendment as set forth in the text hereof.


 


IN
WITNESS WHEREOF,  this Amendment has been
executed as of the day and year first above written.


 


	
   

  	
  AGRILINK HOLDINGS, LLC

  
	
   

  	
  By: Its Management
  Committee

  
	
   

  	
  By:

  	
  /s/ David Hooper

  
	
   

  	
  Name:

  	
  David Hooper

  
	
   

  	
  Title:

  	
  Representative

  
	
   

  	
  By:

  	
  /s/ Brian Ratzan

  
	
   

  	
  Name:

  	
  Brian Ratzan

  
	
   

  	
  Title:

  	
  Representative

  



 


2

















 


IN
WITNESS WHEREOF, the parties have executed this Amendment as of the day and
year first above written.


 


	
   

  	
  AGRILINK HOLDINGS LLC

  
	
   

  	
  By: its Management
  Committee

  
	
   

  	
  By:

  	
  /s/ David Hooper

  
	
   

  	
  Name:

  	
  David Hooper

  
	
   

  	
  Title:

  	
  Representative

  
	
   

  	
  HOLDER OF A MAJORITY OF THE
  COMMON

  
	
   

  	
  UNITS AND THE PREFERRED
  UNITS:

  
	
   

  	
  VESTAR/AGRILINK HOLDINGS
  LLC

  
	
   

  	
  By:

  	
  Vestar Capital Partners IV,
  L.P.,

  
	
   

  	
   

  	
  its Managing Member

  
	
   

  	
  By:

  	
  Vestar Associates IV, L.P.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
  By:

  	
  Vestar Associates
  Corporation IV,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
  By:

  	
  /s/ David Hooper

  
	
   

  	
  Name:

  	
  David Hooper

  
	
   

  	
  Title:

  	
  Managing Director