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                                                                    Exhibit 10.4

                     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.




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            (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