Limited Liability Company Agreement

EXHIBIT 10.24


AMENDMENT NO. 1 TO AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT OF
AGRILINK HOLDINGS LLC


This Amendment No. 1 (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 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 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 certain Representatives, including a new class of units that will be Common Units and 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, each such Representative has elected to purchase such units pursuant to a subscription agreement, 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 "Common Units" in Section 1.1 of the Agreement is hereby deleted and the following definition is hereby added to Section 1.1 of the Agreement:


"Common Units" means the Class A Units, the Class B Units and the
Class E Units.


(b) The following defined term is hereby added to Section 1.1 of the Agreement:


"Class E Units" means the Class E Units of the Company to be issued
to certain Representatives.


1.2 Section 3.1(a) of the Agreement. Subsection (i) of Section 3.1(a) of the Agreement is hereby amended by (a) adding a comma after "Class C Unit", (b) deleting "and/or" before "Class D Unit" and (c) adding "and/or Class E Unit" after "Class D Unit".


1.3 Section 3.2(a) of the Agreement. Subsection (i) of Section 3.2(a) of the Agreement is hereby amended by (a) adding a comma after "Class C Unit", (b) deleting "and/or" before "Class D Unit" and (c) adding "and/or Class E Unit" after "Class D Unit".


1.4 Section 4.4(a) 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) 96.0067% 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) 1.9967% 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) 1.9967% 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) 1.9967% multiplied by (y) the Class D Fraction, to the Class D Unitholders, pro rata in accordance with the number of Class D Units hel ...