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                                                                   Exhibit 10.10

                                                                  EXECUTION COPY

                                 THIRD AMENDMENT

     THIRD AMENDMENT (this "Third Amendment"), dated as of May 18, 2005 to the
CREDIT AGREEMENT, dated as of August 19, 2002 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among Birds Eye
Foods, Inc. (f/k/a Agrilink Foods, Inc.) (the "Borrower"), Birds Eye Holdings,
Inc. (f/k/a Agrilink Holdings, Inc.) ("Parent"), the lenders and other agents
from time to time party thereto and JPMORGAN CHASE BANK, N.A., as Administrative
Agent.

                                   WITNESSETH:

          WHEREAS, the Borrower, the Lenders, and the Administrative Agent are
parties to the Credit Agreement, pursuant to which the Lenders have made
extensions of credit to, or for the benefit of, the Borrower;

          WHEREAS, the Borrower has requested that certain covenants under the
Credit Agreement be amended; and

          WHEREAS, the Lenders are willing to agree to such amendments on the
terms and subject to the conditions set forth herein;

     NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Borrower, the Lenders and the Administrative Agent hereby agree as follows:

          SECTION 1. DEFINITIONS

          Capitalized terms used herein and not otherwise defined shall have
     their respective meanings as set forth in the Credit Agreement, as amended
     by this Amendment.

          SECTION 2. AMENDMENTS AND CONSENT

          2.1 Amendment to Section 1.1. (a) Section 1.1 of the Credit Agreement
     is hereby amended by adding the following definitions in proper
     alphabetical order:

               "THIRD AMENDMENT EFFECTIVE DATE" shall mean the Third Amendment
          Effective Date as defined in Section 3.1 of the Third Amendment.

               "THIRD AMENDMENT" shall mean the Third Amendment dated as of May
          18, 2005 to this Agreement.

          2.2 Amendment to Section 7.10. (a) Section 7.10(a) of the Credit
          Agreement is hereby amended by deleting from the chart set forth
          therein





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2


          the references to each fiscal quarter ending on or after March 31,
          2005 and the corresponding Consolidated Leverage Ratio for such fiscal
          quarters and inserting, in lieu thereof, the following:

<TABLE>
<CAPTION>
            Consolidated
Period     Leverage Ratio
--------   --------------
<S>         <C>
3/31/05     4.50 to 1.00
6/30/05     4.50 to 1.00
9/30/05     4.25 to 1.00
12/31/05    4.25 to 1.00
3/31/06     4.25 to 1.00
6/30/06     4.25 to 1.00
9/30/06     4.00 to 1.00
12/31/06    4.00 to 1.00
3/31/07     3.75 to 1.00
6/30/07     3.75 to 1.00
9/30/07     3.50 to 1.00
12/31/07    3.50 to 1.00
3/31/08     3.50 to 1.00
6/30/08     3.50 to 1.00
</TABLE>

     (b) Section 7.10 of the Credit Agreement is hereby amended by deleting
paragraph (b) thereof and substituting therefor the phrase "(b) [INTENTIONALLY
OMITTED]".

          2.3 Amendment to Section 8.6. Section 8.6 of the Credit Agreement is
hereby amended by adding the following at the end of paragraph (h) before the
semi-colon:

          (it being understood that the Borrower may not use the proceeds of
          Revolving Loans to finance any part of an Acquisition permitted by
          this paragraph (h) unless after giving effect thereto the pro forma
          Consolidated Senior Leverage Ratio is less than or equal to 3.50 to
          1.0, with such pro forma calculation to be made utilizing the
          principles set forth in the definition of "PRO FORMA BASIS" to the
          extent applicable and to be accompanied by a Pro Forma Compliance
          Certificate)

          SECTION 3. CONDITIONS TO EFFECTIVENESS

          3.1 Effective Date. This Third Amendment shall become effective on the
date (the "Third Amendment Effective Date") on which the following conditions
shall have been satisfied or waived:

     (a) The Administrative Agent shall have received this Third Amendment, duly
executed and delivered by the Borrower and the Required Lenders.

     (b) The Administrative Agent shall have received an Acknowledgment and
Consent, substantially in the form of Exhibit A hereto, duly executed and
delivered by each Credit Party.

     (c) All fees required to be paid, and all expenses for which invoices have
been presented supported by customary documentation (including reasonable fees,
disbursements and other





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3


charges of counsel to the Administrative Agent), required to be paid in
connection with this Third Amendment on or before the Third Amendment Effective
Date shall be paid on or prior to the Third Amendment Effective Date.

          SECTION 4. EFFECT ON THE CREDIT DOCUMENTS

          (a) The execution, delivery and effectiveness of this Third Amendment
shall not operate as a waiver of any right, power or remedy of any Lender or the
Administrative Agent under any of the Credit Documents, nor constitute a waiver
of any provision of any of the Credit Documents.

          (b) The Borrower and the other parties hereto acknowledge and agree
that this Agreement shall constitute a Credit Document.

          SECTION 5. MISCELLANEOUS

          5.1 Representations and Warranties. Each of the Borrower and Parent
represents and warrants to each Lender that as of the date hereof and after
giving effect hereto: (a) this Third Amendment constitutes the legal, valid and
binding obligation of the Borrower and Parent, enforceable against them in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, fraudulent conveyances, reorganization, moratorium or
similar laws affecting creditors' rights generally, by general equitable
principles (whether enforcement is sought by proceedings in equity or at law)
and by an implied covenant of good faith and fair dealing; (b) the
representations and warranties made by the Borrower and Parent in the Credit
Agreement are true and correct in all material respects on and as of the date
hereof (except to the extent that such representations and warranties are
expressly stated to relate to an earlier date, in which case such
representations shall have been true and correct in all material respects on and
as of such earlier date); and (c) no Default or Event of Default shall have
occurred and be continuing as of such date.

          5.2 Limited Effect. Except as expressly amended hereby, the Credit
Agreement shall continue to be and shall remain in full force and effect in
accordance with its terms, and this Third Amendment shall not constitute the
Lenders' consent or indicate their willingness to consent to any other
amendment, modification or waiver of the Credit Agreement.

          5.3 GOVERNING LAW. THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          5.4 Counterparts. This Third Amendment may be executed by the parties
hereto in any number of separate counterparts (including by telecopy) and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.





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4


IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

                                        BIRDS EYE FOODS, INC.


                                        By: /s/ Timothy J. Benjamin
                                            ------------------------------------
                                        Name: Timothy J. Benjamin
                                        Title: V.P. - Tax and Cash Management


                                        BIRDS EYE HOLDINGS, INC.


                                        By: /s/ Dennis M. Mullen
                                            ------------------------------------
                                        Name: Dennis M. Mullen
                                        Title: President


                                        JPMORGAN CHASE BANK, N.A., as
                                        Administrative Agent and as a Lender


                                        By: /s/ Benedict A. Smith
                                            ------------------------------------
                                        Name: Benedict A. Smith
                                        Title: Sr. Vice President





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5


                                                                  EXECUTION COPY

                                    Exhibit A
                           ACKNOWLEDGEMENT AND CONSENT

          Each of the parties hereto hereby acknowledges and consents to the
Third Amendment, dated as of May 18, 2005 ("Third Amendment"; capitalized terms
used herein, but not defined, shall have the meanings set forth in the Third
Amendment), among Birds Eye Foods, Inc. (f/k/a Agrilink Foods, Inc.) (the
"Borrower"), Birds Eye Holdings, Inc. (f/k/a Agrilink Holdings, Inc.)
("Parent"), the lenders and other agents from time to time party thereto and
JPMORGAN CHASE BANK, N.A., as Administrative Agent under the Credit Agreement
and agrees, with respect to each Credit Document to which it is a party:

          (a) all of its obligations, liabilities and indebtedness and its
guarantee, if any, of the obligations, liabilities and indebtedness of the other
Credit Parties under such Credit Document shall remain in full force and effect
on a continuous basis after giving effect to the Third Amendment; and

          (b) all of the Liens and security interests created and arising under
such Credit Document remain in full force and effect on a continuous basis, and
the perfected status and priority of each such Lien and security interest
continues in full force and effect on a continuous basis, unimpaired,
uninterrupted and undischarged, after giving effect to the Third Amendment, as
collateral security for its obligations, liabilities and indebtedness under the
Credit Agreement and under its guarantees, if any, in the Credit Documents.

                  [Remainder of page intentionally left blank.]





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6


                                                                  EXECUTION COPY

                                        BIRDS EYE FOODS, INC.


                                        By: /s/ Timothy J. Benjamin
                                            ------------------------------------
                                        Name: Timothy J. Benjamin
                                        Title: V.P. - Tax and Cash Management


                                        BIRDS EYE HOLDINGS, INC.


                                        By: /s/ Dennis M. Mullen
                                            ------------------------------------
                                        Name: Dennis M. Mullen
                                        Title: President


                                        LINDEN OAKS CORPORATION


                                        By: /s/ Timothy J. Benjamin
                                            ------------------------------------
                                        Name: Timothy J. Benjamin
                                        Title: President


                                        KENNEDY ENDEAVORS INCORPORATED


                                        By: /s/ Jeff Leichleiter
                                            ------------------------------------
                                        Name: Jeff Leichleiter
                                        Title: V.P. - Manufacturing


                                        BEMSA HOLDINGS, INC.


                                        By: /s/ Timothy J. Benjamin
                                            ------------------------------------
                                        Name: Timothy J. Benjamin
                                        Title: Assistant Secretary