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:
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