Exhibit 10.25


 


AMENDMENT NO. 1 TO SECURITYHOLDERS AGREEMENT


 


This
Amendment No. 1 (this “Amendment”) to the Securityholders Agreement (the “Agreement”)
among Agrilink Holdings LLC (the “Company”) and the other parties listed on the
signature pages thereto, dated as of August 19, 2002, is entered into
as of August 30, 2003. All capitalized terms used and not otherwise
defined herein shall have the meanings given to them in the Agreement.


 


WHEREAS,
pursuant to Section 7.1 of the Agreement, the Agreement may be modified or
amended if such modifications or amendments are approved in writing by each of
the Company, the Vestar Majority Holders, the Pro-Fac Majority Holders and the
Employee Majority Holders (together, the “Securityholders”);


 


NOW
THEREFORE, the Securityholders desire to amend the Agreement in accordance with
the terms of Section 7.1 of the Agreement to reflect the foregoing, and
hereby agree as follows:


 


ARTICLE I


AMENDMENTS


 


1.1
Section 2.1(a) of the Agreement. The word “nine” in Section 2.1(a) of
the Agreement is hereby deleted and replaced with the words “not less than nine
but not more than eleven (as determined by the Vestar Majority Holders)”.


 


1.2
Section 2.1(a)(i) of the Agreement. The words “five (5)” in Section 2.1(a),
clause (i) of the Agreement are hereby deleted and replaced with the words
“six (6)”.


 


1.3
Section 2.1(a)(iv) of the Agreement. Section 2.1(a), clause (iv) of
the Agreement is hereby deleted in its entirety and replaced with the
following:


 


(iv) two
(2) members/directors designated by the Vestar Majority Holders; provided,
that none of such members/directors is a member, or former member, of the
Company’s or its Subsidiaries’ management or an employee or officer or former
employee or officer of the Company or its Subsidiaries nor a principal or
former principal of Vestar (the “Independent Directors”)


 


1.4
Section 2.1(c) of the Agreement. The words “the Independent Director”
appearing in the first line of Section 2.1(c) of the Agreement are
hereby deleted and replaced with the words “any Independent Director” and the
words “the Independent Director” appearing in the fourth line of Section 2.1(c) of
the Agreement are hereby deleted and replaced with the words “the Independent
Directors”.


 

















 


1.5
Section 8.1 of the Agreement. The definition of “Independent Director”
appearing in Section 8.1 of the Agreement is hereby amended by deleting
the word “Director” and replacing it with the word “Directors”.


 


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.


 


	
   

  	
  AGRILINK HOLDINGS LLC

  
	
   

  	
  By:

  	
  its Management Committee

  
	
   

  	
  By:

  	
  /s/ David Hooper

  
	
   

  	
  Name:

  	
  David Hooper

  
	
   

  	
  Title:

  	
  Representative

  
	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
  VESTAR/AGRILINK ASSOCIATES
  HOLDINGS LLC

  
	
   

  	
  By:

  	
  Vestar Associates IV, L.P.,

  
	
   

  	
   

  	
  its Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Vestar Associates
  Corporation IV,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
  By:

  	
  /s/ David Hooper

  
	
   

  	
  Name:

  	
  David Hooper

  
	
   

  	
  Title:

  	
  Managing Director

  



 


SIGNATURE PAGE TO AMENDMENT NO. 1 TO SECURITYHOLDERS AGREEMENT


 

















 


	
   

  	
  VESTAR/AGRILINK ASSOCIATES
  II HOLDINGS LLC

  
	
   

  	
  By:

  	
  Vestar Associates IV, L.P.,

  
	
   

  	
   

  	
  its Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Vestar Associates
  Corporation IV,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
  By:

  	
  /s/ David Hooper

  
	
   

  	
  Name:

  	
  David Hooper

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
  PRO-FAC COOPERATIVE, INC.

  
	
   

  	
  By:

  	
  /s/ Stephen R. Wright

  
	
   

  	
  Name:

  	
  Stephen R. Wright

  
	
   

  	
  Title:

  	
  General Manager and CEO

  
	
   

  	
   

  
	
   

  	
  SIGNATURE PAGES OF EMPLOYEE
  MAJORITY

  
	
   

  	
  HOLDERS CONTINUED ON
  FOLLOWING PAGES

  



 

















 


	
   

  	
  /s/ Dennis Mullen

  
	
   

  	
  DENNIS MULLEN

  



 

















 


	
   

  	
  /s/ Carl Caughran

  
	
   

  	
  CARL CAUGHRAN

  



 

















 


	
   

  	
  /s/ Earl L. Powers

  
	
   

  	
  EARL L. POWERS

  



 

















 


	
   

  	
  /s/ Lois
  Warlick-Jarvie

  
	
   

  	
  LOIS WARLICK-JARVIE

  



 

















 


	
   

  	
  /s/ Stephen R. Wright

  
	
   

  	
  STEPHEN WRIGHT

  



 

















 


	
   

  	
  /s/ Ronald Trine

  
	
   

  	
  RONALD TRINE

  



 

















 


	
   

  	
  /s/ Linda Nelson

  
	
   

  	
  LINDA NELSON

  



 

















 


	
   

  	
  /s/ John Clark

  
	
   

  	
  JOHN CLARK

  



 

















 


	
   

  	
  /s/ Kent Roberts

  
	
   

  	
  KENT ROBERTS

  



 

















 


	
   

  	
  /s/ David Ray

  
	
   

  	
  DAVID RAY