AMENDMENT NO. 2
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
AGRILINK HOLDINGS LLC
This Amendment No. 2 (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
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:
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.
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 count