Exhibit 10.30


 


AMENDMENT
NO. 4 TO AMENDED AND RESTATED


LIMITED
LIABILITY COMPANY AGREEMENT OF


BIRDS
EYE HOLDINGS LLC


 


This
Amendment No. 4 (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, and that certain Amendment No. 3
to the Agreement dated as of February 11, 2004, is entered into as of October 31,
2005.  All capitalized terms used and not
otherwise defined herein shall have the meanings given to them in the
Agreement.


 


WHEREAS,  pursuant to Section 2.8 of the Agreement,
the holders of a majority of the total voting power of the outstanding Common
Units have elected to cause the Company to create and issue additional units to
Neil Harrison,  the President and Chief
Executive Officer of the Company, 
including additional Preferred Units; and


 


WHEREAS,  the Preferred Unitholders holding at least a
majority of the Preferred Units have consented to the issuance of such
additional Preferred Units; and


 


WHEREAS,  Neil Harrison has elected to purchase such
units pursuant to subscription agreements and related documents,  each dated as of the date hereof; and


 


WHEREAS,  pursuant to Section 7.5 of the Agreement,  the Management Committee may amend the
Agreement to provide for the issuance of such units;


 


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


 


ARTICLE I


AMENDMENTS


 


1.1
Section 1.1 of the Agreement.


 


(a) The
definition of “Class C Fraction” is hereby deleted in its entirety and
replaced with the following:


 


“Class C
Fraction”  means the lesser of (A) one
and (B) a fraction, the numerator of which is the number of Class C
Units outstanding at the date of any such determination and the denominator of
which is the number of Class C Units authorized at the date of any such
determination, as each of the numerator and denominator may be adjusted in the
event of a recapitalization,  split,
dividend, or other reclassification affecting the Class C Units.


 

















 


(b) The
definition of “Class C Units” is hereby deleted in its entirety and
replaced with the following:


 


“Class C
Units” means the Class C Units of the Company.


 


(c) The
definition of “Class D Fraction” is hereby deleted in its entirety and
replaced with the following:


 


“Class D
Fraction”  means the lesser of (A) one
and (B) a fraction, the numerator of which is the number of Class D
Units outstanding at the date of any such determination and the denominator of
which is the number of Class D Units authorized at the date of any such
determination, as each of the numerator and denominator may be adjusted in the
event of a recapitalization,  split,
dividend, or other reclassification affecting the Class D Units.


 


(d) The
definition of “Class D Units” is hereby deleted in its entirety and
replaced with the following:


 


“Class D
Units” means the Class D Units of the Company.


 


1.2   Section 2.10 of the Agreement. Section 2.10
of the Agreement is hereby amended by (a) deleting the phrase, “[A][B][C][D][P]”
and (b) adding the following phrase in its place: “[A][B][C][D][E][P]”.


 


1.3   Section 4.4(a)(iv) of the
Agreement. Subsection (iv) of Section 4.4(a) of the Agreement is
hereby deleted in its entirety and is hereby replaced with the following:


 


(iv)  Fourth, after the required distributions pursuant to subparagraph
(iii) above, all remaining distributions shall be made as follows:


 


(A)  until the First Performance
Hurdle has been satisfied, 100% of the Distributable Assets shall be
distributed as follows:


 


(1)   95.0453% to the Common
Unitholders, pro rata in accordance with the number of Common Units held by
each such Unitholder;


 


(2)   (i) a percentage,
equal to the product of (x) 2.3282% multiplied by (y) the Class C
Fraction, to the Class C Unitholders, pro rata in accordance with the
number of Class C Units held by each such Unitholder, and (ii) a
percentage, if any, equal to the product of (x) 2.3282% multiplied by (y) one
minus the Class C Fraction, to the Common Unitholders and Class C
Unitholders, pro rata in accordance with the number of Common Units and Class C
Units held by each such Unitholder; and


 


(3)   (i) a percentage,
equal to the product of (x) 2.6266% multiplied by (y) the Class D
Fraction, to the Class D Unitholders, pro rata in accordance with the
number of Class D Units held by each such


 


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Unitholder,
and (ii) a percentage, if any, equal to the product of (x) 2.6266%
multiplied by (y) one minus the Class D Fraction, to the Common Unitholders
and Class C Unitholders, pro rata in accordance with the number of Common
Units and Class C Units held by each such Unitholder;


 


(B)   after the First
Performance Hurdle has been satisfied, and until the Second Performance Hurdle
has been satisfied, 100% of the Distributable Assets shall be distributed first
to the Class D Unitholders until such Unitholders have received under
subsection (iv)(A) above and this paragraph of subsection (iv)(B) an
amount of all distributions made under subsection (iv)(A) and this
paragraph of subsection (iv)(B) equal to 5.2735% multiplied by the Class D
Fraction, and thereafter as follows:


 


(1)   92.4616% to the Common
Unitholders, pro rata in accordance with the number of Common Units held by
each such Unitholder;


 


(2)   (i) a percentage,
equal to the product of (x) 2.2649% multiplied by (y) the Class C
Fraction, to the Class C Unitholders, pro rata in accordance with the
number of Class C Units held by each such Unitholder, and (ii) a
percentage, if any, equal to the product of (x) 2.2649% multiplied by (y) one
minus the Class C Fraction, to the Common Unitholders and Class C
Unitholders, pro rata in accordance with the number of Common Units and Class C
Units held by each such Unitholder; and


 


(3)   (i) a percentage, equal
to the product of (x) 5.2735% multiplied by (y) the Class D Fraction,
to the Class D Unitholders, pro rata in accordance with the number of Class D
Units held by each such Unitholder, and (ii) a percentage, if any, equal
to the product of (x) 5.2735% multiplied by (y) one minus the Class D
Fraction, to the Common Unitholders and Class C Unitholders, pro rata in
accordance with the number of Common Units and Class C Units held by each
such Unitholder;


 


(C)   after the Second
Performance Hurdle has been satisfied, and until the Third Performance Hurdle
has been satisfied, 100% of the Distributable Assets shall be distributed first
to the Class D Unitholders until such Unitholders have received under
subsections (iv)(A) and (B) above and this paragraph of subsection
(iv)(C) an amount of all distributions made under subsections (iv)(A) and
(B) and this paragraph of subsection (iv)(C) equal to 7.8863% multiplied by
the Class D Fraction, and thereafter as follows:


 


(1)   89.9113% to the Common
Unitholders, pro rata in accordance with the number of Common Units held by
each such Unitholder;


 


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(2)   (i) a percentage,
equal to the product of (x) 2.2024% multiplied by (y) the Class C
Fraction, to the Class C Unitholders, pro rata in accordance with the
number of Class C Units held by each such Unitholder, and (ii) a
percentage, if any, equal to the product of (x) 2.2024% multiplied by (y) one
minus the Class C Fraction, to the Common Unitholders and Class C
Unitholders, pro rata in accordance with the number of Common Units and Class C
Units held by each such Unitholder; and


 


(3)   (i) a percentage,
equal to the product of (x) 7.8863% multiplied by (y) the Class D
Fraction, to the Class D Unitholders, pro rata in accordance with the
number of Class D Units held by each such Unitholder, and (ii) a
percentage, if any, equal to the product of (x) 7.8863% multiplied by (y) one
minus the Class D Fraction, to the Common Unitholders and Class C
Unitholders, pro rata in accordance with the number of Common Units and Class C
Units held by each such Unitholder; and


 


(D)   after the Third
Performance Hurdle has been satisfied, 100% of the Distributable Assets shall
be distributed first to the Class D Unitholders until such Unitholders
have received under subsections (iv)(A), (B) and (C) above and this
paragraph of subsection (iv)(D) an amount of all distributions made under
subsections (iv)(A), (B) and (C) and this paragraph of subsection
(iv)(D) equal to 10.4656% multiplied by the Class D Fraction, and
thereafter as follows:


 


(1)   87.3937% to the Common
Unitholders, pro rata in accordance with the number of Common Units held by
each such Unitholder;


 


(2)   (i) a percentage,
equal to the product of (x) 2.1407% multiplied by (y) the Class C
Fraction, to the Class C Unitholders, pro rata in accordance with the
number of Class C Units held by each such Unitholder, and (ii) a
percentage, if any, equal to the product of (x) 2.1407% multiplied by (y) one
minus the Class C Fraction, to the Common Unitholders and Class C
Unitholders, pro rata in accordance with the number of Common Units and Class C
Units held by each such Unitholder; and


 


(3)   (i) a percentage,
equal to the product of (x) 10.4656% multiplied by (y) the Class D
Fraction, to the Class D Unitholders, pro rata in accordance with the number of
Class D Units held by each such Unitholder, and (ii) a percentage, if any,
equal to the product of (x) 10.4656% multiplied by (y) one minus the Class D
Fraction, to the Common Unitholders and Class C Unitholders, pro rata in
accordance with the number of Common Units and Class C Units held by each
such Unitholder;


 


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ARTICLE II


ADMISSION OF ADDITIONAL MEMBERS


 


2.1   Additional Members. Neil Harrison is hereby
admitted as an Additional Member.


 


ARTICLE III


MISCELLANEOUS


 


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


 


3.2   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.


 


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.


 


*********


 


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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/ 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