Exhibit 10.11
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 to add the words
"eleven (11) persons" in the first sentence thereof.
ARTICLE III
MISCELLANEOUS
3.1 General. Except as expressly set forth in this Amendment, all of the 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 LAWS 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.
IN WITNESS WHEREOF, this Amendment has been executed as of the day and year
first above written.
AGRILINK HOLDINGS, LLC
By: Its Management Committee
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Representative
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Representative
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and
year first above written.
AGRILINK HOLDINGS LLC
By: its Management Committee
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
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/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
