Exhibit 10.32


 


AMENDMENT NO. 6
TO AMENDED AND RESTATED


LIMITED LIABILITY
COMPANY AGREEMENT OF


BIRDS EYE
HOLDINGS LLC


 


This Amendment No. 6 (this “Amendment”) to
the Amended and Restated Limited Liability Company Agreement (the “Agreement”)
of Birds Eye Holdings LLC (the “Company”), dated as of August 19,
2002, as amended by that certain Amendment No. 1 to the Agreement dated as
of August 30, 2003, that certain Amendment No. 2 to the Agreement
dated as of December 22, 2003, that certain Amendment No. 3 to the
Agreement dated as of February 11, 2004, that certain Amendment No. 4
to the Agreement dated as of October 31, 2005 and that certain Amendment No. 5
to the Agreement dated as of July 11, 2007, is entered into as of July 11,
2007.  All capitalized terms used and not
otherwise defined herein shall have the meanings given to them in the
Agreement.


 


WHEREAS, pursuant to Section 7.5 of the
Agreement, the Management Committee with
the consent of holders of a majority of Class C Units and holders of a
majority of Class D Units may amend the Agreement;


 


NOW THEREFORE, the Management
Committee and the Members holding a majority of each of the Class C Units
and the Class D Units desire to amend the Agreement in accordance with the
terms of Section 7.5 of the Agreement, and hereby agree as follows:


 


ARTICLE I


AMENDMENTS


 


1.1                                 Section 1.1(a) of
the Agreement.  Section 1.1(a) of the Agreement is
hereby amended by inserting the following definitions in the appropriate
alphabetical order:


 


“Call Notice” means the call notice described
in the Management Unit Subscription Agreements.


 


“Escrow Funds” has the meaning set forth in Section 4.4(f).


 


“Executive Group” has the meaning set forth in
the Management Unit Subscription Agreements.


 


“Termination Date” means the date upon which a Class C
or Class D Unitholder’s employment with the Company and its subsidiaries
is terminated for any reason.


 


1.2                                 Section 4.4 of the
Agreement.  Section 4.4 of the Agreement is hereby
amended by inserting a new subsection (f):


 


(f) Notwithstanding anything to the contrary in this Section 4.4,
if the employment of a Class C Unitholder or a Class D Unitholder
terminates for any reason, in the event the Company declares or pays a
distribution with respect to any of the Units held by such Class C or Class D
Unitholders and such Unitholder’s Executive Group on or after the Termination
Date but prior to the exercise by the Company of the Call Option or prior to
the 


 

















 


closing of the repurchase transactions contemplated by
a Call Notice, the entire portion of such distribution shall be held in escrow
by the Company (such amounts, the “Escrow Funds”) until the later of (i) the
expiry of the time period by which the Call Option must be exercised and (ii) if
one or more Call Notices have been delivered, until all transactions
contemplated by all Call Notices have been consummated.  In the event the Company decides to exercise
the Call Option, the entire amount of such Escrow Funds shall be permanently
transferred to the Company and deemed forfeited by the Class C or Class D
Unitholder, as applicable.  In the event
the Company does not exercise the Call Option, the entire amount of such Escrow
Fund shall be permanently transferred to the relevant Class C and Class D
Unitholders.


 


ARTICLE II


MISCELLANEOUS


 


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


 


2.2                               Governing Law. 
THIS AMENDMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAW 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.


 


2.3                               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.


 


2.4                               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.


 


* * * * * * * * *


 


2

















 


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


 


	
   

  	
  BIRDS
  EYE HOLDINGS LLC

  
	
   

  	
   

  
	
   

  	
  By: its Management
  Committee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian Ratzan

  
	
   

  	
  Name:

  	
  Brian Ratzan

  
	
   

  	
  Title:

  	
  Representative

  
	
   

  	
   

  
	
   

  	
  HOLDERS
  OF A MAJORITY OF CLASS C AND CLASS D UNITS:

  
	
   

  	
   

  
	
   

  	
  By: Neil Harrison, Chief Executive Officer of Birds
  Eye Foods, Inc., pursuant to Section 2.3 of the Securityholders
  Agreement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Neil Harrison