Amended And Restated Limited Liability Company Agreement

Exhibit 10.3


AMENDMENT NO. 3
TO
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
AGRILINK HOLDINGS LLC


This Amendment No. 3 (this "Amendment") to the Amended and Restated Limited Liability Company Agreement (the "Agreement") of Agrilink Holdings LLC (the "Company"), dated as of August 19, 2002 is entered into as of February 11, 2004. All capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Agreement.


WHEREAS, pursuant to Section 2.2 of the Agreement, the Management Committee may select the name of the Company; and


WHEREAS, pursuant to Section 7.5 of the Agreement, the Management Committee may amend the Agreement;


NOW, THEREFORE, the Management Committee desires to amend the Agreement in accordance with the terms of Section 2.2 and Section 7.5 of the Agreement to reflect the foregoing, and hereby agrees as follows:


ARTICLE I
AMENDMENTS


1.1 Section 2.2 of the Agreement is hereby deleted in its entirety and is hereby replaced with the following:


Section 2.2 Name. The name of the Company is "Birds Eye Holdings LLC," and all Company business shall be conducted in that name or in such other names that comply with applicable law as the Management Committee may select from time to time.


1.2 Section 3.2 of the Agreement. Subsection (a) of Section 3.2 of the Agreement is hereby amended to delete the words "nine (9) persons" and ...