**Exhibit 10.41**

**FIRST AMENDMENT TO MICHAEL FOODS INVESTORS, LLC**

**AMENDED AND RESTATED**

**LIMITED LIABILITY COMPANY AGREEMENT**

This FIRST AMENDMENT TO MICHAEL FOODS INVESTORS, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) is entered into and made effective as of this April 2, 2007, by and among Michael FoodsInvestors, LLC (f/k/a THL-MF Investors, LLC), a Delaware limited liability company (the “Company”), and the holders of a majority of the outstanding Class A Units of the Company. Capitalized terms used herein which are nototherwise defined herein shall have the meanings given to such terms in the Michael Foods Investors Amended and Restated Limited Liability Company Agreement dated as of November 20, 2003 entered into by the Company, the undersigned and theother parties thereto (the “LLC Agreement”). 

WHEREAS, the Company wishes to establish as a new class of units of theCompany designated as Class D Units having the benefits and rights and subject to the terms of the LLC Agreement, as amended hereby; 

WHEREAS, concurrently herewith the Company is issuing Class D Units of the Company to David S. Johnson and admitting Mr. Johnson as a Member of the Company; and 

WHEREAS, the parties hereto wish to amend the LLC Agreement as set forth herein. 

NOW, THEREFORE, in consideration of the mutual promises made herein and other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto, intending to be legally bound, hereby covenant and agree as follows: 

**1. Definitions.**

**a.** Section 1.1 of the LLC Agreement is hereby amended by adding the following definitions in the appropriate alphabeticalorder: 

“Class D Applicable Percentage” shall mean 1.554%. 

“Class D Distribution Threshold Amount” means an amount equal to (i) $570,000,000, plus (ii) any additionalCapital Contributions after the Class D Effective Date. 

“Class D Distribution Amount” shall mean theamount equal to (i) the Class D Applicable Percentage multipliedby (ii) the Distributable Assets to be distributed 

to the Unitholders in excess of (x) the Class D Distribution Threshold Amount and (y) the aggregate amount of Capital Contributions of the Class DUnitholders returned to such Unitholders under Section 4.4(a). 

“Class D Effective Date” meansApril 2, 2007. 

“Class D Unitholder” means David S. Johnson and his permitted assigns and transfereesunder this Agreement and the Securityholders Agreement, and any other Person (and such Person’s permitted assigns and transferees) issued Class D Units by the Company hereafter. 

“Class D Units” means the Class D Units of the Company. The rights and privileges associated with such Class D Units areintended to constitute a “profits interest” in the Company within the meaning of Revenue Procedure 93-27, 1993-2 C.B. 343, or any successor Internal Revenue Service or Treasury Department regulation or other pronouncement applicable at thedate of issuance of Class D Units. 

**b.**Section 1.1 of the LLC Agreement is hereby amended by deleting the followingdefinitions and replacing them in their entirety as follows: 

“Holdings” means M-Foods Holdings, Inc., aDelaware corporation. 

“Unitholder” means a Member or Assignee who holds an Economic Interest inClass A Units, Class B Units, Class C Units or Class D Units. 

“Unpaid Preferred Return” with respectto each holder of Class A Units and Class B Units means the excess, if any, of (i) such Unitholders Preferred Return as of the date of any such determination over (ii) the aggregate amount of all distributions made tosuch Unitholder pursuant to or in accordance with Section 4.4(a)(ii). 

“Unreturned Capital”with respect to each Unitholder means the excess, if any, of (i) such Unitholder’s aggregate Capital Contributions over (ii) the aggregate amount of all distributions made to such Unitholder pursuant to or in accordancewith Section 4.4(a). 

 

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**2. Name.**Section 2.2 of the LLC Agreement is hereby amended by replacing thename of the Company referenced therein from “MF Investors, LLC” to “Michael Foods Investors, LLC”. 

**3. Issuanceof Additional Units.**Section 2.9 of the LLC Agreement is hereby amended by: 

**a.**Deleting the first sentencethereof in its entirety and replacing it with the following sentence: 

“The Management Committee shall have the right to cause theCompany to create and issue preferred units in connection with the exercise of the Company’s rights and/or obligations to purchase Class A Units, Class B Units, Class C Units and Class D Units from certain Members, each of whom is also aparty to a Management Unit Subscription Agreement by and between such Member and the Company (collectively, the “Management Unit Subscription Agreements”).”; and 

**b.**Deleting the last sentence thereof in its entirety and replacing it with the following sentence: 

“In addition, the holders of a majority of Class A Units shall have the right to cause the Company to create and issue additional units;providedthat (i) no such issuance shall adversely affect the relationship among the Class A Units, Class B Units and Class C Units as set forth herein without the consent of the holders of a majority in interest of the Unitsof each Class so affected, or (ii) adversely affect the relationship among the Class A Units, Class B Units and Class C Units, on the one hand, and the Class D Units, on the other hand without the consent of the holders of a majority ininterest of the Units of each Class so affected.” 

**4. Management.**

**a.**Section 3.2(a) of the LLC Agreement is hereby amended by deleting “five (5)” in the second line thereof and replacing it with“seven (7)”. 

**b.**Section 3.7(e) of the LLC Agreement is hereby amended by deleting the last sentence thereofin its entirety and replacing it with the following sentence: 

“The president shall be David S. Johnson effective April 2, 2007and shall continue to be Mr. Johnson during the period during which he is President of Michael Foods.” 

**5.Distributions.**Section 4.4 of the LLC Agreement is hereby amended by: 

**a.**Deleting Section 4.4(a)(excluding subparagraphs (i) through (vii)) and replacing it with the following: 

“(a) Priority. Distributable Assets willbe distributed (or set aside for the benefit of the applicable Unitholder in the discretion of the Management Committee) as soon as reasonably practical after such Distributable Assets become available to the Company, subject to Sections 4.4(b) and(c), as outlined in this Section 4.4(a). 

 

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Until the aggregate amount of distributions to Unitholders pursuant to this Section 4.4(a),taking into account only the current distribution and any previous distributions made after the Class D Effective Date, equal the Class D Distribution Threshold Amount, 100% of Distributable Assets shall be distributed in accordance withsubparagraphs (i) through (vii) below; provided that, no distributions under subparagraph (i) below shall be made to the Class D Unitholders. 

After the aggregate of all distributions made after the Class D Effective Date equal the Class D Distribution Threshold Amount, then 100% of the Distributable Assets shall be made as follows: 

(A) first, 100% of the Distributable Assets shall be distributed to the Class D Unitholders prorata in accordance with each Class DUnitholder’s Unreturned Capital until each such Class D Unitholder’s Unreturned Capital has been reduced to zero; 

(B) next, anamount equal to the Class D Distribution Amount shall be distributed to the Class D Unitholders pro rata in accordance with number of Class D Units held; provided, however, no distribution shall be made with respect to thatpercentage of the Class D Units that have not vested in accordance with the vesting provisions of such holder’s Management Unit Subscription Agreement. Any amount that would otherwise be distributed to a Class D Unitholder pursuant to thisSection 4.4(a) but for the application of the preceding sentence shall instead be retained by the Company and paid to such a Class D Unitholder if, as and when the unvested units to which such retained amounts relates vests pursuant tothe applicable Management Unit Subscription Agreement. Items of income, gain, loss and deduction attributable to amounts retained by the Company pursuant to this Section 4.4(a) shall be allocated among the Class D Unitholders holdingunvested units in a manner, determined in the Board’s discretion, that equitably reflects each such Class D Unitholders share of the amounts to which such items relate. If any unvested units are forfeited, amounts retained by the Companypursuant to this Section 4.4(a) on account of such unvested units shall be distributed in accordance with subparagraphs (i) through (vii) below; and 

(C) next, following the distributions pursuant to the immediately preceding clauses (A) and (B), 100% of the remaining Distributable Assets shall be distributed in accordance with subparagraphs (i) through(vii) below.” 

6. **Amendments.**Section 7.5 of the LLC Agreement is hereby amended by adding a reference to theClass D Units to the tenth line thereof, before the proviso. 

 

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7. **Interpretation.**Except as otherwise expressly provided in the LLC Agreement, the use ofthe term “as of the date of this Agreement” shall mean the date of the LLC Agreement and not this Amendment. 

8.**Miscellaneous.**

8.1. Complete Agreement. Unless another agreement is expressly referenced, this Amendment and the LLCAgreement embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof, and terminate, supersede, and preempt any prior understandings, agreements, or representations by or among the parties,written or oral, which may have related to the subject matter hereof in any way. Except as amended hereby, the LLC Agreement remains unchanged and in full force and effect. 

8.2. Severability. Whenever possible, each provision of this Amendment will be interpreted in such manner as to be effective and valid underapplicable law, but if any provision of this Amendment is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of thisAmendment. 

8.3. Counterparts. This Amendment may be executed in two or more counterparts, any one of which need not contain thesignatures of more than one party hereto, but each of which will be considered an original and all of which taken together will constitute one and the same Amendment. 

8.4. Governing Law.****All issues and questions concerning the construction, validity, enforcement and interpretation of this Amendment will be governed by, and construed in accordance with, the laws of theState of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Stateof Delaware. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

 

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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date first written above.

 

MICHAEL FOODS INVESTORS, LLC
By: 
/s/ John Reedy
Name: John ReedyTitle: EVP & CFOCLASS A UNITHOLDERS:THOMAS H. LEE EQUITY FUND V, L.P.By: 
THL Equity Advisors V, LLC, its

generalpartners
By: 
Thomas H. Lee Partners, L.P., its sole

member
By: 
Thomas H. Lee Advisors LLC, its

generalpartner
By: 
/s/ Anthony J. DiNovi
Name: Anthony J. DiNoviTitle: Managing DirectorTHOMAS H. LEE PARALLEL FUND V, L.P.By: 
THL Equity Advisors V, LLC, its

generalpartner
By: 
Thomas H. Lee Partners, L.P., its sole

member
By: 
Thomas H. Lee Advisors LLC, its

generalpartner
By: 
/s/ Anthony J. DiNovi
Name: Anthony J. DiNoviTitle: Managing Director
 

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**COUNTERPART SIGNATURE PAGE TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT**

 
THOMAS H. LEE CAYMAN FUND V, L.P.By: THL Equity Advisors V, LLC, its general partnerBy: Thomas H. Lee Partners, L.P., its sole memberBy: Thomas H. Lee Advisors LLC, its general partnerBy: 
/s/ Anthony J. DiNovi
Name: Anthony J. DiNoviTitle: Managing Director1997 THOMAS H. LEE NOMINEE TRUSTBy: US Bank, N.A., not personally, but solely as Trustee under the 1997 Thomas H. Lee Nominee TrustBy: 
/s/ Paul D. Allen
Name: Paul D. AllenTitle: Vice PresidentTHOMAS H. LEE INVESTORS LIMITED PARTNERSHIPBy: THL Investment Management Corp., its general partnerBy: 
/s/ Charles Holden
Name: 
Charles Holden 
Title: 
Assistant Treasurer

/s/ Gregg A. Ostrander
Gregg A. Ostrander
 

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