Exhibit
4.5


 


THIS
SECOND SUPPLEMENTAL INDENTURE AND NOTE GUARANTEE, dated as of March 1,
2003, to the Indenture dated as of November 18, 1998 by and among Agrilink
Foods, Inc., a New York corporation n/k/a Birds Eye Foods, Inc., a
Delaware corporation (the “Issuer”), the Guarantors named therein (the “Guarantors”)
and The Bank of New York (as successor trustee to IBJ Schroder Bank &
Trust Company), as trustee (herein called the “Trustee”) as supplemented by a
First Supplemental Indenture dated as of July 22, 2002 (collectively the “Indenture”),
with respect to the Issuer’s 11 7/8% Senior Subordinated Notes due 2008 (the “Notes”),
is made by the Issuer, the Trustee, and GLK Holdings, Inc., a Delaware
corporation and a wholly owned Subsidiary of the Issuer (the “Additional Note
Guarantor”).


 


PRELIMINARY
STATEMENT


 


Capitalized
terms used and not otherwise defined herein, shall have the meanings ascribed
to them in the Indenture.


 


Effective
August 19, 2002, the Issuer was re-incorporated in the State of Delaware as
contemplated by Section 1, I of the First Supplemental Indenture dated July 22,
2002, and effective February 10, 2003, the certificate of incorporation of
the Issuer was amended by the filing with the Secretary of State of Delaware of
a certificate of amendment to change the name of the Issuer from Agrilink Foods, Inc.
to Birds Eye Foods, Inc.


 


Section 4.17(b) of
the Indenture provides that a supplemental indenture be entered into by a
Subsidiary of the Issuer when a new Subsidiary of the Issuer is created which
is required to provide an additional note guarantee for the Notes. The
Additional Note Guarantor is a wholly owned Subsidiary of the Issuer required
to become a Guarantor under Section 4.17 of the Indenture.


 


NOW,  THEREFORE,  
THIS  SUPPLEMENTAL  INDENTURE 
AND  NOTE  GUARANTEE WITNESSETH:


 


For
and in consideration of the premises, it is covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Notes issued under the
Indenture from and after the date of this Supplemental Indenture, as follows:


 


Section 1.
NOTE GUARANTEE. Pursuant to Section 11.07 of the Indenture, the Additional
Note Guarantor hereby unconditionally guarantees, as principal obligor and not
only as a surety, to the Holders of the Notes the cash payments in United
States dollars of principal of, premium, if any, and interest (and Additional
Interest, if any) on the Notes in the amounts and at the times when due and
interest on the overdue principal, premium, if any, and interest (and
Additional Interest, if any), if any, of the Notes, if lawful, and the payment
or performance of all other obligations of the Issuer under the Indenture or
the Notes, to the Holders of the Notes and the Trustee, all in accordance with
and subject to the terms and limitations of the Notes, Articles 10 and 11 of
the Indenture (the “Note Guarantee”). This Note Guarantee is effective in
accordance with Article 11 of the Indenture and its terms shall be
evidenced therein. The validity and enforceability of this Note Guarantee shall
not be affected by the fact that it is not affixed to any particular Note.


 


The
obligations of the undersigned to the Holders of Notes and to the Trustee
pursuant to this Note Guarantee and the Indenture are expressly set forth in Article 11
of the Indenture, and are expressly subordinated in right of


 

















 


payment to the prior payment
in full of all Senior Indebtedness (as defined in the Indenture) of the
Additional Note Guarantor to the extent set forth in Article 10 of the
Indenture, and reference is hereby made to the Indenture for the precise terms
of this Note Guarantee and all of the other provisions of the Indenture to
which this Note Guarantee relates.


 


THIS
SUPPLEMENTAL INDENTURE INCLUDING THIS NOTE GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE CONFLICT OF LAWS PROVISIONS THEREOF.


 


This
Note Guarantee is subject to release upon the terms set forth in the Indenture.


 


Section 2.               Miscellaneous.


 


(a) On
and after March 1, 2003, each reference in the Indenture to “the Indenture”,
“this Indenture”, “hereunder”, “hereof” or “herein” shall mean and be a
reference to the Indenture as supplemented by this Supplemental Indenture
unless the context otherwise requires.


 


(b) Except
as specifically amended above, the Indenture shall remain in full force and
effect, and is hereby ratified and confirmed.


 


(c) This
Supplemental Indenture may be executed in several counterparts, all of which
together shall constitute one agreement binding on all parties, notwithstanding
that all parties have not signed the same counterpart.


 


(d) Section titles
are for descriptive purposes only and shall not control or alter the meaning of
this Supplemental Indenture as set forth in the text.


 


(e) The
Trustee accepts the trusts created by the Indenture, as supplemented by this
Supplemental Indenture, and agrees to perform the same upon the terms and
conditions of the Indenture, as supplemented by this Supplemental Indenture.


 


(f) Each
of the Issuer and the Trustee hereby confirms and reaffirms the Indenture in
every particular respect except as amended by this Supplemental Indenture.


 


(g) All
agreements of the Issuer in this Supplemental Indenture shall bind its
successors and assigns whether so expressed or not. All agreements of the
Trustee in this Supplemental Indenture shall bind its successors and assigns
whether so expressed or not.


 


(h) In
case any provision in this Supplemental Indenture shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


(i) Nothing
in this Supplemental Indenture, express or implied, shall give to any Person,
other than the Additional Note Guarantor and the Holders, any benefit or any
legal or equitable right, remedy or claim under the Indenture.


 

















 


(j) This
Supplemental Indenture shall be interpreted to comply in every respect with the
Trust Indenture Act of 1939, as amended (the “TIA”). If any provision of this
Supplemental Indenture limits, qualifies or conflicts with the duties imposed
by the TIA, the imposed duties shall control and remain obligatory.


 


IN
WITNESS WHEREOF, the Additional Note Guarantor has caused this Second
Supplemental Indenture to be duly executed.


 


	
  Date:    March 1, 2003

  
	
   

  
	
   

  	
  BIRDS EYE FOODS, INC.

  
	
   

  	
   (Issuer)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/

  	
  Earl L. Powers

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Earl L. Powers

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President,
  CFO, and Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF NEW YORK

  
	
   

  	
   (Trustee)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/

  	
  Kisha A. Holder

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kisha A. Holder

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GLK HOLDINGS, INC.

  
	
   

  	
   (Additional Note
  Guarantor)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: /s/

  	
  Earl L. Powers

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Earl L. Powers

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Secretary