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EXHIBIT 4.2
FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
May 31, 2000 among B&G Foods, Inc., a Delaware corporation (the "Company"), BGH
Holdings, Inc., a Delaware corporation, RWBV Acquisition Corp., a Delaware
corporation, Bloch & Guggenheimer, Inc., a Delaware corporation, Roseland
Distribution Company, a Delaware corporation, and Burns & Ricker, Inc., a
Delaware corporation, (collectively, the "Guarantors"), Trappey's Fine Foods,
Inc., a Delaware corporation, Maple Grove Farms of Vermont, Inc., a Vermont
corporation, William Underwood Company, a Massachusetts business trust, and
Heritage Acquisition Corp., a Delaware corporation (collectively, the "New
Guarantors"), and The Bank of New York, as trustee under the indenture referred
to below (the "Trustee"). Capitalized terms used herein and not defined herein
shall have the meaning ascribed to them in the Indenture (as defined below).
W I T N E S S E T H
WHEREAS, the Company and the Guarantors have heretofore executed and
delivered to the Trustee an indenture (the "Indenture"), dated as of August 11,
1997, providing for the issuance of an aggregate principal amount of
$120,000,000 of 9-5/8% Senior Subordinated Notes due 2007 (the "Notes");
WHEREAS, Article 11 of the Indenture provides that under certain
circumstances the Company may or must cause certain of its subsidiaries to
execute and deliver to the Trustee a supplemental indenture pursuant to which
such subsidiaries shall unconditionally guarantee all of the Company's
Obligations under the Notes pursuant to a Subsidiary Guarantee on the terms and
conditions set forth herein; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Company, each of the New Guarantors and the Trustee mutually covenant and agree
for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO SUBSIDIARY GUARANTEE. Each New Guarantor hereby agrees,
jointly and severally with all other Guarantors, to guarantee the Company's
Obligations under the Notes and the Indenture on the terms and subject to the
conditions set forth in Article 11 of the Indenture and to be bound by all other
applicable provisions of the Indenture.
3. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, shareholder or agent of any Guarantor, as such,
shall have any liability for any obligations of the Company or any Guarantor
under the Notes, any Subsidiary
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Guarantees, the Indenture or this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes.
4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
5. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
6. EFFECT OF HEADINGS. The Section headings herein are for convenience only
and shall not affect the construction hereof.
7. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the correctness of the recitals of fact
contained herein, all of which recitals are made solely by each New Guarantor.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, all as of the date first above written.
Dated: May 31, 2000
B&G FOODS, INC.
By: /s/ Robert C. Cantwell
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Name: Robert C. Cantwell
Title: Executive Vice President Finance,
Chief Financial Officer and
Assistant Secretary
TRAPPEY'S FINE FOODS, INC.
By: /s/ Robert C. Cantwell
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Name: Robert C. Cantwell
Title: Executive Vice President Finance
and Secretary
MAPLE GROVE FARMS OF VERMONT, INC.
By: /s/ Robert C. Cantwell
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Name: Robert C. Cantwell
Title: Executive Vice President Finance
and Secretary
HERITAGE ACQUISITION CORP.
By: /s/ Robert C. Cantwell
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Name: Robert C. Cantwell
Title: Vice President Finance; Treasurer
and Assistant Secretary
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WILLIAM UNDERWOOD COMPANY
By: /s/ Robert C. Cantwell
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Name: Robert C. Cantwell
Title: Vice President
BGH HOLDINGS, INC.
By: /s/ Robert C. Cantwell
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Name: Robert C. Cantwell
Title: Executive Vice President Finance
and Secretary
RWBV ACQUISITION CORP.
By: /s/ Robert C. Cantwell
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Name: Robert C. Cantwell
Title: Vice President Finance and
Treasurer
BLOCH & GUGGENHEIMER, INC.
By: /s/ Robert C. Cantwell
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Name: Robert C. Cantwell
Title: Executive Vice President Finance
and Secretary
ROSELAND DISTRIBUTION COMPANY
By: /s/ Robert C. Cantwell
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Name: Robert C. Cantwell
Title: Executive Vice President Finance,
Chief Financial Officer and
Assistant Secretary
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BURNS & RICKER, INC.
By: /s/ Robert C. Cantwell
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Name: Robert C. Cantwell
Title: Executive Vice President and
Secretary
THE BANK OF NEW YORK
as Trustee
By: /s/ Marie E. Trimboli
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Name: Marie E. Trimboli
Title: Assistant Treasurer
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