AMENDMENT NO. 5 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BIRDS EYE HOLDINGS LLC

Exhibit 10.13

AMENDMENT NO. 5 TO AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT OF
BIRDS EYE HOLDINGS LLC

This Amendment No. 5 (this “Amendment”) to the Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Birds Eye Holdings LLC (the “Company”), dated as of August 19, 2002, as amended by that certain Amendment No. 1 to the Agreement dated as of August 30, 2003, that certain Amendment No. 2 to the Agreement dated as of December 22, 2003, that certain Amendment No. 3 to the Agreement dated as of February 11, 2004 and that certain Amendment No. 4 to the Agreement dated as of October 31, 2005, is entered into as of July ___, 2007. All capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Agreement.

WHEREAS, BE Foods Investments, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“BE Investments”) has paid a dividend of approximately $298,408,056 million (the “July 2007 Dividend”) from the proceeds of a credit facility incurred by BE Investments pursuant to the Credit Agreement by and among BE Investments as borrower, the lenders party thereto and UBS AG, Stamford Branch, as Administrative Agent dated on or about July 11, 2007;

WHEREAS, with the consent of the holders of a majority of the Class A Units, the holders of a majority of the Class B Units and the holders of a majority of the Class E Units, the Company desires to amend the Agreement (i) to modify the distribution waterfall set forth in Section 4.4 of the Agreement with respect to the distribution of the July 2007 Dividend by the Company to the Unitholders to provide for the increase of distributions to the Class C Unitholders and the Class D Unitholders over what would otherwise be distributable to such holders which increase will reduce the amounts that would otherwise be distributed to the Class A Unitholders, the Class B Unitholders and the Class E Unitholders pursuant to Section 4.4 of the Agreement and (ii) to provide that the Class A Unitholders, the Class B Unitholders and the Class E Unitholders will be entitled to receive all future distributions that would otherwise be payable to the Class C Unitholders and the Class D Unitholders who have by virtue of this amendment received any portion of the increased distributions to the Class C and Class D Unitholders until an amount equal to the aggregate amount of such advance has been reallocated to the Class A, Class B and Class E Unitholders. The increase in distributions to the Class C and Class D Unitholders will constitute an advance of any future distributions payable to such Class C and Class D Unitholders; and

WHEREAS, pursuant to Section 7.5 of the Agreement, the Management Committee with the consent of holders of a majority of Class A Units, the holders of a majority of the Class B Units and the holders of a majority of the Class E Units may amend the Agreement to provide for the foregoing;

NOW THEREFORE, the Management Committee and the Members holding a majority of each of the Class A Units, the Class B Units and the Class E Units desire 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: