Exhibit 4.4


 


THIS
FIRST SUPPLEMENTAL INDENTURE, dated as of July 22, 2002, to the Indenture
(herein called the “Indenture”), dated as of November 18, 1998 by and
among Agrilink Foods, Inc., a New York 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”) with respect to the Issuer’s 11 7/8% Senior
Subordinated Notes due 2008 (the “Notes”), is by and among the Issuer, the
Guarantors and the Trustee.


 


PRELIMINARY
STATEMENT


 


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


 


Section 9.02
of the Indenture provides that, under certain circumstances, a supplemental
indenture may be entered into by the Issuers, the Guarantors and the Trustee
with the written consent of the Holders of at least a majority (except with
respect to Sections 4.15 and 4.18 which require the consent of at least 75% of
the aggregate principal amount of the outstanding notes) in aggregate principal
amount of the then outstanding Notes. The Issuer has received and delivered to
the Trustee the requisite consents to effect the proposed amendments contained
herein upon the terms set forth in the Consent Solicitation Statement dated July 9,
2002, as the same may be amended (the “Consent Solicitation”). In accordance
with the terms of Sections 9.02 and 9.06 of the Indenture, the Issuer and the
Guarantor have, by resolution of the Board of Directors, authorized this
Supplemental Indenture. The Trustee has determined that this Supplemental
Indenture is in form satisfactory to it.


 


All
things necessary to make this Supplemental Indenture a valid agreement of the
Issuer, the Guarantors and the Trustee and a valid amendment of and supplement
to the Indenture have been performed.


 


NOW,
THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:


 


For
and in consideration of the premises, it is mutually 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.
Amendments to the Indenture.


 


A.           Deletions.


 


Section 4.18
(Payments Pursuant to the Pro-Fac Marketing Agreement; Reinvestments by
Pro-Fac; Borrowings by Pro-Fac) is hereby deleted in its entirety and replaced
with the words “Reserved.” 


 


B.             Amendment to Section 11.01
of the Indenture.


 


(i)                                     The definition
of the term “Acquired Indebtedness” is hereby  amended and restated in its
entirety as follows:  


 


“Acquired
Indebtedness” means (a) with respect to any Person  that becomes a
Restricted Subsidiary after the date of this  Indenture, Indebtedness of
such Person and its Subsidiaries  existing at the time such
Person becomes a Restricted  Subsidiary that was not
incurred in connection with, or in  contemplation of, such Person
becoming a Restricted  Subsidiary and (b) with respect to the
Company or any of its  Restricted Subsidiaries, any Indebtedness of a
Person (other  than the Company or a Restricted Subsidiary)
existing at the  time such Person is merged with or into the
Company or a  Restricted Subsidiary, or Indebtedness assumed
by the  Company or any of its Restricted Subsidiaries in connection  with the
acquisition of an asset or assets from another  Person, which Indebtedness
was not, in any case, incurred by  such other Person in
connection with, or in contemplation  of, such merger or
acquisition.  


 

















 


(ii)                                  The definition
of the term “Affiliate” is hereby amended and restated in its entirety as
follows:


 


“Affiliate”
of any specified Person means any other Person  directly or indirectly
controlling or controlled by or under  direct or indirect common
control with such specified  Person. For purposes of this
definition, “control”  (including, with correlative meanings, the
terms  “controlling,” “controlled by” and under “common control  with”), as used
with respect to any Person, shall mean the  possession, directly or
indirectly, of the power to direct  or cause the direction of the
management or policies of such  Person, whether through the
ownership of voting securities,  by agreement or otherwise;
provided, however, that  beneficial ownership of 10% or more of the
voting securities  of a Person shall be deemed to be control.  


 


(iii)                               The definition
of the term “Change of Control” is hereby  amended and restated in its
entirety as follows:  


 


“Change
of Control” means the occurrence of any of the  following: (i) the sale,
lease or transfer, in one or a  series of related
transactions (other than by way of merger  or consolidation), of all or
substantially all of the assets  of the Company and its
Restricted Subsidiaries taken as a  whole to any Person or group
(as such term is used in  Section 13(d)(3) of the Exchange
Act) (other than the  Principals and their Related Parties);
provided, however,  that the Recapitalization shall not constitute
a Change of  Control under this clause (i); (ii) the consummation of any  transaction the
result of which is that any Person or group  (as such term is used in Section 13(d)(3) of
the Exchange  Act) (other than the Principals and their
Related Parties)  owns, directly or indirectly, more than 50% of
the voting  power of the voting stock of the Company; (iii) the first  day following
the date of consummation of the  Recapitalization on which a
majority of the members of the  Board of Directors of the
Company are not Continuing  Directors, or (iv) the
adoption by the stockholders of the  Company of a plan or proposal
relating to the liquidation or  dissolution of the Company.  


 


(iv)                              The definition
of the term “Consolidated Interest Expense”  is hereby amended and
restated in its entirety as follows:  


 


“Consolidated
Interest Expense” for any period means the  sum, without duplication, of
the total interest expense of  the Company and its consolidated
Restricted Subsidiaries for  such period, determined on a
consolidated basis in  accordance with GAAP and including, without
limitation (i)  imputed interest on Capitalized Lease
Obligations and  Attributable Indebtedness; (ii) commissions,
discounts and  other fees and charges owed with respect to
letters of  credit securing financial obligations and bankers’  acceptance
financing; (iii) the net costs associated with  Hedging Obligations; (iv) amortization
of other financing  fees and expenses; (v) the interest
portion of any deferred  payment obligations; (vi) amortization of
debt discount or  premium, if any; (vii) all other non-cash
interest expense;  (viii) capitalized interest; (ix) all
cash dividend payments  (and non-cash dividend payments in the case of
a Restricted  Subsidiary) on any series of preferred stock
of the Company  or any Restricted Subsidiary; (x) all
interest payable with  respect to discontinued operations; and (xi)
all interest on  any Indebtedness of any other Person
guaranteed by the  Company or any Restricted Subsidiary to the
extent paid by  the Company or such Restricted Subsidiary;
provided, that  interest expense related to the termination
fee payable to  Pro-Fac pursuant to the Termination Agreement
shall be  excluded from the calculation of Consolidated Interest  Expense.


 


(v)                                 The definition
of the term “Consolidated Net Income” is  hereby amended and restated
in its entirety as follows:


 


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“Consolidated
Net Income” for any period means the net  income (or loss) of the
Company and its consolidated  Restricted Subsidiaries for
such period determined on a  consolidated basis in
accordance with GAAP; provided that  there shall be excluded from
such net income (to the extent  otherwise included therein),
without duplication (i) the net  income (or loss) of any
Person (other than a Restricted  Subsidiary) in which any
Person other than the Company and  its Restricted Subsidiaries
has an ownership interest,  except to the extent that any
such income has actually been  received by the Company and
its Restricted Subsidiaries  (unless and to the extent
such Restricted Subsidiary is  subject to clause (iii) below)
in the form of cash dividends  or distributions during such
period; (ii) except to the  extent includable in the
consolidated net income of the  Company pursuant to the
foregoing clause (i), the net income  (or loss) of any Person that
accrued prior to the date that  (a) such Person becomes
a Restricted Subsidiary or is merged  into or consolidated with the
Company or any Restricted  Subsidiary or (b) the
assets of such Person are acquired by  the Company or any Restricted
Subsidiary; (iii) the net  income of any Restricted
Subsidiary during such period to  the extent that the
declaration or payment of dividends or  similar distributions by such
Restricted Subsidiary of that  income (a) is not
permitted by operation of the terms of its  charter or any agreement,
instrument, judgment, decree,  order, statute, rule or
governmental regulation applicable  to that Subsidiary during
such period or (b) would be  subject to any taxes payable
on such dividend or  distribution; (iv) any gain (or, only in
the case of a  determination of Consolidated Net Income as
used in EBITDA,  any loss), together with any related
provisions for taxes on  any such gain (or, if applicable, the tax
effects of such  loss), realized during such period by the
Company or any  Restricted Subsidiary upon (a) the
acquisition of any  securities, or the extinguishment of any
Indebtedness, of  the Company or any Restricted Subsidiary or (b) any
Asset  Sale by the Company or any of its Restricted Subsidiaries;  provided,
however, that there shall be excluded from  Consolidated Net Income for
all purposes any loss realized  by the Company or any
Restricted Subsidiary upon the  acquisition of any
securities, or the extinguishment of any  Indebtedness, of the Company
or any Restricted Subsidiary,  or the write-off of deferred
financing costs, in connection  with the Acquisition and all
refinancings of Indebtedness  consummated in connection
therewith; (v) any extraordinary  gain (or, only in the case of
a determination of  Consolidated Net Income as used in EBITDA, any
extraordinary  loss), together with any related provision for
taxes on any  such extraordinary gain (or, if applicable, the
tax effects  of such extraordinary loss), realized by the Company or any  Restricted
Subsidiary during such period; (vi) any charges  related to the
Recapitalization (including, without  limitation, any charges on
account of amounts paid pursuant  to the Termination Agreement,
Vestar Capital Management  Agreement or as shortfall
payments under the Pro-Fac  Marketing Agreement and any
charges resulting from the  application of “purchase
accounting” under GAAP); (vii) in  the case of a successor to
the Company by consolidation,  merger or transfer of its
assets, any earnings of the  successor prior to such
merger, consolidation or transfer of  assets; and provided,
further, that any gain in excess of  return of capital referred to
in clauses (iv) and (v) above  that relates to a Restricted
Investment and which is  received in cash by the Company or a
Restricted Subsidiary  during such period shall be included in the
Consolidated Net  Income of the Company; and (viii) amortization
or impairment  of goodwill recognized in any period beginning
on or after  July 1, 2001 and impairment of goodwill for any period.


 


(vi)                              The definition
of the term “Disqualified Capital Stock” is  hereby amended and restated
in its entirety as follows:  


 


“Disqualified
Capital Stock” means any Capital Stock of a  Person or any of its
Subsidiaries that, by its terms, by the  terms of any agreement
related thereto or by the terms of  any security into which it is
convertible, puttable or  exchangeable, is, or upon the happening of any
event or the  passage of time would be, required to be
redeemed or  repurchased by such Person or any of its Subsidiaries,  whether or not
at the option of the holder thereof, or  matures or is mandatorily
redeemable, pursuant to a sinking  fund


 


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obligation
or otherwise, in whole or in part, on or prior to the final maturity date of
the Notes.


 


(vii)                           The definition
of the term “EBITDA” is hereby amended and restated in its entirety as follows:


 


“EBITDA”
for any period means without duplication, the sum  of the amounts for such
period of (i) Consolidated Net  Income plus (ii) in each
case to the extent deducted in  determining Consolidated Net
Income for such period (and  without duplication), (A) Consolidated
Income Tax Expense,  (B) Consolidated Amortization Expense
(but only to the  extent not included in Consolidated Interest
Expense), (C)  Consolidated Depreciation Expense, (D) Consolidated
Interest  Expense, (E) all other non-cash items reducing the  Consolidated Net
Income (excluding any such non-cash charge  that results in an accrual of
a reserve for cash charges in  any future period) for such
period, in each case determined  on a consolidated basis in
accordance with GAAP, plus (iii)  in the case of the Company,
for any period that includes a  fiscal quarter beginning on
or prior to consummation of the  Recapitalization, the Pro-Fac
share of earnings (loss) as  determined in accordance with
the Pro-Fac Marketing  Agreement for such period through the date of
consummation  of the Recapitalization, minus (iv) the
aggregate amount of  all non-cash items, determined on a
consolidated basis, to  the extent such items increased Consolidated
Net Income for  such period.


 


(viii)                        The definition
of the term “New Credit Facility” is hereby  amended and restated in its
entirety as follows:  


 


“New
Credit Facility” means the Credit Agreement dated as of  the closing of
the Recapitalization by and among the  Company, the other guarantors
party thereto, JPMorgan Chase  Bank, individually and as
Administrative Agent, J.P. Morgan  Securities Inc, individually
and as a Syndication Agent, and  the other lenders party
thereto, together with any  guarantees, security
agreements or other collateral  documents and any other
related documents, as any of the  foregoing may be subsequently
amended, restated, refinanced,  or replaced from time to
time, and shall include agreements  in respect of Hedging
Obligations designed to protect  against fluctuations in
interest rates and entered into with  respect to loans thereunder.


 


(ix)                                The definition
of the term “Permitted Indebtedness” is hereby amended and restated in its
entirety as follows:


 


“Permitted
Indebtedness” means any of the following: 


 


(i)
Indebtedness of the Company and the related guarantees  of the
Subsidiary Guarantors under the New Credit Facility  in an aggregate principal
amount at any time outstanding not  to exceed (a) under the
Term Loan Facilities, $455.0  million, less any required
permanent repayments actually  made thereunder (excluding
any such repayment to the extent  refinanced and replaced at
the time of payment), and (b)  under the Revolving Loan
Facility, the greater of (x) $200.0  million, and (y) the sum
of (A) 80% of the book amount of  all accounts receivable owned
by the Company and its  Restricted Subsidiaries and (B) 50% of
the book value of all  inventory owned by the Company and its
Restricted  Subsidiaries, in each case computed in accordance with GAAP  as of the end of
the last fiscal month of the Company,  reduced by any required
permanent repayments actually made  (which are accompanied by a
corresponding permanent  commitment reduction) in respect of the
Revolving Loan  Facility (excluding any such repayment and
commitment  reductions to the extent refinanced and replaced at the time  of payment);


 


(ii)
Indebtedness under the Notes, the Note Guarantees and this Indenture;


 


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(iii) Existing
Indebtedness;


 


(iv) Indebtedness
under Hedging Obligations, provided that  (1) such Hedging
Obligations are related to payment  obligations on Permitted
Indebtedness or Indebtedness  otherwise permitted by Section 4.07,
and (2) the notional  principal amount of such
Hedging Obligations at the time  incurred does not exceed the
principal amount of such  Indebtedness to which such Hedging Obligations
relate;  


 


(v) Indebtedness
of the Company to a Subsidiary Guarantor  and Indebtedness of any
Subsidiary Guarantor to the Company  or any other Subsidiary
Guarantor; provided, however, that  upon either (1) the
subsequent issuance (other than  directors’ qualifying
shares), sale, transfer or other  disposition of any Capital
Stock or any other event which  results in any such
Subsidiary Guarantor ceasing to be a  Subsidiary Guarantor or (2) the
transfer or other  disposition of any such Indebtedness (except
to the Company  or a Subsidiary Guarantor), the provisions of
this clause (v) shall no longer be applicable to such Indebtedness and  such
Indebtedness shall be deemed, in each case, to be  incurred and shall be treated
as an incurrence for purposes  of Section 4.07 at the
time the Subsidiary Guarantor in  question ceased to be a
Subsidiary Guarantor or the time  such transfer or other
disposition occurred;


 


(vi) Indebtedness
in respect of bid, performance or surety  bonds or insurance of
self-reinsurance obligations  (including to secure worker’s
compensation and other similar  insurance coverage) issued
for the account of the Company in  the ordinary course of
business consistent with past  practice, including
guarantees or obligations of the Company  with respect to letters of
credit supporting such bid,  performance or surety
obligations or such insurance or  self-insurance obligations
(in each case other than for an  obligation for money
borrowed);


 


(vii) Indebtedness
in respect of Non-Recourse Purchase Money  Indebtedness incurred by the
Company or any Restricted  Subsidiary;


 


(viii) Refinancing
Indebtedness;


 


(ix) Indebtedness
in respect of the Guarantee by the Company  of revolving credit
indebtedness incurred by Great Lakes  Kraut Company in an aggregate
principal amount at any time  outstanding not to exceed
$10.0 million;


 


(x) Indebtedness
incurred by the Company or any Subsidiary  Guarantor, in addition to
Indebtedness incurred pursuant to  the foregoing clauses of this
definition, with an aggregate  principal face or stated
amount (as applicable) at any time  outstanding for all such
Indebtedness incurred pursuant to  this clause not in excess of
$25.0 million; and  


 


(xi)
Indebtedness in respect of the termination fee payable  to Pro-Fac of up
to $50.0 million in the aggregate (plus any  interest accrued thereon to
the extent such payments are  required to be deferred by
holders of certain of the  Company’s Indebtedness)
pursuant to the Termination  Agreement.


 


(x)                                   The definition
of the term “Pro-Fac” is hereby amended and  restated in its entirety as
follows:  


 


“Pro-Fac”
means Pro-Fac Cooperative, Inc., a New York  cooperative corporation,
unless and until a successor  replaces it in accordance
with Article 5 and thereafter  means such successor.


 


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(xi)                                The definition
of the term “Restricted Investment” is hereby  amended and restated in its
entirety as follows:  “Restricted Investment” means any Investment
by the Company  or any Restricted Subsidiary (other than
investments in Cash  Equivalents) in any Person that is not the
Company or a  Restricted Subsidiary, including in any
Unrestricted  Subsidiary, but shall not include (i) Investments
by the  Company or any Restricted Subsidiary in a Person, if as a  result of such
Investment (a) such Person becomes a  Restricted Subsidiary of the
Company that is engaged in a  Related Business or (b) such
Person is merged, consolidated  or amalgamated with or into,
or transfers or conveys  substantially all of its assets to, or is
liquidated into,  the Company or a Restricted Subsidiary of the
Company that  is engaged in a Related Business; (ii) loans
by the Company  or any of its Restricted Subsidiaries to
employees of the  Company or any of its Restricted Subsidiaries
the proceeds  of which are applied to purchase Capital Stock
of Holding  Company in amount not to exceed $2.0 million at any time  outstanding; or (iii) the
Guarantee by the Company of  revolving credit indebtedness
incurred by Great Lakes Kraut  Company in an aggregate
principal amount at any time  outstanding not to exceed
$10.0 million; or (iv) loans for  working capital purposes from
the Company to Pro-Fac not  exceeding $5.0 million at any
time outstanding plus  additional amounts associated with accrued
interest which is  added to the principal of such loans pursuant
to the terms  of such loans.


 


(xii)                             The definition
of the term “Restricted Payment” is hereby  amended and restated in its
entirety as follows:  “Restricted Payment” means with respect to any
Person: (i)  the declaration or payment of any dividend (other than a  dividend
declared and paid (x) by a Wholly-Owned Restricted  Subsidiary to
holders of its Capital Stock, or (y) by a  Subsidiary (other than a
Wholly-Owned Restricted Subsidiary)  to its shareholders on a pro
rata basis, but only to the  extent of the dividends
actually received by the Company or  a Restricted Subsidiary) or
the making of any other payment  or distribution of cash,
securities or other property or  assets in respect of such
Person’s Capital Stock (except  that a dividend payable
solely in Capital Stock (other than  Disqualified Capital Stock)
of such Person shall not  constitute a Restricted Payment); (ii) any
payment on  account of the purchase, redemption, retirement or other  acquisition for
value of (A) the Capital Stock of the  Company or (B) the
Capital Stock of any Restricted  Subsidiary, or any other
payment or distribution made in  respect thereof, either
directly or indirectly (other than a  payment solely in Capital
Stock that is not Disqualified  Capital Stock, and excluding
any such payment to the extent  actually received by the
Company or a Restricted  Subsidiary); (iii) any Restricted
Investment; or (iv) any  Restricted Debt Payment;
provided, that Permitted Payments  shall not be deemed
Restricted Payments.


 


(xiii)                          The definition
of the term “Unrestricted Subsidiary” is  hereby amended and restated
in its entirety as follows:  “Unrestricted Subsidiary”
means (i) any Subsidiary that at  the time of determination
shall be designated an  Unrestricted Subsidiary by the Board of
Directors of the  Company in the manner provided below and (ii) any
Subsidiary  of an Unrestricted Subsidiary. The Board of Directors of the  Company may
designate any Restricted Subsidiary to be an  Unrestricted Subsidiary, and
any such designation shall be  deemed to be a Restricted
Investment at the time of and  immediately upon such
designation by the Company and its Restricted Subsidiaries in the amount of the
Consolidated  Net Worth of such designated Subsidiary
(provided, however  that in the case of Great Lakes Kraut Company
or any  successor of Great Lakes Kraut Company being designated an  Unrestricted
Subsidiary, the amount of such Restricted  Investment shall be deemed to
be only the incremental  Investment by the Company and its Restricted
Subsidiaries in  the Great Lakes Kraut Company at the time the
Great Lakes  Kraut Company becomes a Subsidiary of the


 


6














 


Company)
and its consolidated Subsidiaries at such time,  provided that such
designation shall be permitted only if  (A) the Company and its
Restricted Subsidiaries would be  able to make the Restricted
Investment deemed made pursuant  to such designation at such
time, (B) no portion of the  Indebtedness or any other
obligation (contingent or  otherwise) of such Subsidiary
(x) is Guaranteed by the  Company or any Restricted
Subsidiary, (y) is recourse to the  Company or any Restricted
Subsidiary or (z) subjects any  property or asset of the
Company or any Restricted  Subsidiary, directly or
indirectly, contingently or  otherwise, to the
satisfaction thereof and (C) no default or  event of default with respect
to any Indebtedness of such  Subsidiary would permit any
holder of any Indebtedness of  the Company or any Restricted
Subsidiary to declare such  Indebtedness of the Company
or any Restricted Subsidiary due  and payable prior to its
maturity. The Board of Directors of  the Company may designate any
Unrestricted Subsidiary to be  a Restricted Subsidiary, and
any such designation shall be  deemed to be an incurrence by
the Company and its Restricted  Subsidiaries of the
Indebtedness (if any) of such Subsidiary  so designated for purposes of
Section 4.07 as of the date of  such designation, provided
that such designation shall be  permitted only if immediately
after giving effect to such  designation and the
incurrence of any such additional  Indebtedness deemed to have
been incurred thereby (x) the  Company would meet the
Coverage Ratio Incurrence Condition  and (y) no Default or
Event of Default shall have occurred  and be continuing. Any such
designation by the Board of  Directors described in the
two preceding sentences shall be  evidenced to the Trustee by
the filing with the Trustee of a  certified copy of the Board
Resolution giving effect to such  designation and an Officers’
Certificate certifying that  such designation complied
with the foregoing conditions and  setting forth the underlying
calculations of such  certificate.


 


(xiv)                         The following
terms and definitions are hereby added in appropriate alphabetical order:


 


“Continuing
Directors” means, as of any date of  determination, any member of
the Board of directors of the  Company, who:


 


(1) was a member of the Board of Directors immediately  following the
consummation of the Recapitalization;


 


(2) was nominated for election or elected to the Board of Directors
with the approval of a majority of the Continuing Directors who were members of
the Board of Directors at the time of such nomination or election; or


 


(3) was nominated by the Principals.


 


“Dean
Foods Note” means the unsecured subordinated note due  November 22,
2008 issued by the Company and originally  payable to Dean Foods Company
which was originally issued on  September 24, 1998 in
the principal amount of $30.0 million  and which accrues interest at
a rate of 5% annually through  November 2003 and then
bears cash interest at a rate of 10%  through maturity.


 


“Holding
Company” means Agrilink Holdings, Inc., a Delaware  company, and its
successors and assigns and Agrilink  Holdings, LLC, a Delaware
limited liability company, and its  successors and assigns.


 


“Permitted
Payments” means: (i) the payment to Pro-Fac of a  termination fee
of up to $50.0 million in the aggregate  (plus any interest accrued
thereon to the extent such  payments are required to be
deferred by holders of certain  of the Company’s
Indebtedness) pursuant to the Termination  Agreement; (ii) forgiveness
of amounts payable by Pro-Fac to  the Company under the working
capital line of credit  provided pursuant to the Pro-Fac Marketing
Agreement in  effect prior to the closing of the
Recapitalization of up to  $23.5 million or the
distribution to Pro-Fac of such amounts  to


 


7

















 


repay
amounts outstanding under such line of credit; (iii) distributions to Pro-Fac
to be used to repay a $9.4 million note payable to the Company or the
forgiveness by the Company of amounts payable by Pro-Fac pursuant to such note;
and (iv) a payment of net patronage income for the 2002 tax year to
members of Pro-Fac, not to exceed $2.5 million in the aggregate.


 


“Principals”
means Vestar Capital Partners IV, L.P. and its Affiliates.


 


“Pro-Fac
Credit Facility” means the working capital facility of up to $5.0 million (plus
accrued and unpaid interest thereon) provided by the Company to Pro-Fac.


 


“Pro-Fac
Transition Services Agreement” means that certain Transitional Services
Agreement to be entered into by Pro-Fac and the Company in connection with the Recapitalization,
as such agreement may be amended, restated, renewed, extended or replaced in
accordance with this Indenture.


 


“Recapitalization”
means the consummation of the transactions contemplated by the Unit Purchase
Agreement and the agreements referred to therein and the refinancing of the New
Credit Facility.


 


“Securityholders
Agreement” means the Securityholders Agreement to be entered into by Pro-Fac,
an Affiliate of Vestar Capital Partners IV, L.P., Pro-Fac Investors LLC and employees
of the Company in connection with the Recapitalization, as such agreement may
be amended, restated, renewed, extended or replaced in accordance with this
Indenture.


 


“Side
Letters” means those certain Side Letter Agreements to be entered into by
Pro-Fac and the Company in connection with the Recapitalization related to the
supply of products and services to Dean Specialty Foods and Seneca Foods Corporation,
as such agreements may be amended, restated, renewed, extended or replaced in
accordance with this Indenture.


 


“Termination
Agreement” means the Termination Agreement to be entered into by Pro-Fac and
the Company in connection with the Recapitalization, as such agreement may be
amended, restated, renewed, extended or replaced in accordance with this
Indenture.


 


“Unit
Purchase Agreement” means that certain Unit Purchase Agreement dated June 20,
2002, by and among Agrilink Foods, Inc., Pro-Fac Cooperative, Inc. and
Vestar/Agrilink Holdings LLC, as such agreement may be amended, restated,
renewed, extended or replaced in accordance with this Indenture.


 


“Vestar
Capital” means Vestar Capital Partners, a New York partnership, and its
successors or assigns.


 


“Vestar
Capital Management Agreement” means that certain Management Services Agreement
dated as of the date of the Recapitalization by and among the Company, Agrilink
Holdings, Inc. and Vestar Capital.


 


(xv)                            The following
terms and definitions are hereby deleted in their entirety:


 


“Disinterested
Directors”


 


“Pro-Fac
Director”


 


“Pro-Fac
Merger”


 


8

















 


C.             Section 4.02
of the Indenture is hereby amended by amending and restating Section 4.02
in its entirety as follows:


 


Whether
or not required by the rules and regulations of the  Securities and
Exchange Commission (the “Commission”), so  long as any Notes are
outstanding, the Company will file  with the Commission, to the
extent such filings are accepted  by the Commission, and will
furnish (within 15 days after  such filing) to the Trustee
and the Holders of Notes all  quarterly and annual reports
and other information,  documents and reports that would be required
to be filed  with the Commission pursuant to Section 13 of the Exchange  Act if the
Company were required to file under such section.  In addition, the Company will
make such information  available to prospective purchasers of the
Notes, securities  analysts and broker-dealers who request it in
writing. The  Company has agreed that, for so long as any
Notes remain  outstanding, it will furnish to the Holders
and beneficial  holders of Notes and to prospective purchasers
of Notes  designated by the holders of Transfer Restricted Securities  (as defined in
the Registration Rights Agreement) and to  broker dealers, upon their
request, the information required  to be delivered pursuant to Rule 144A(d)(4) under
the  Securities Act.


 


D.            Section 4.03
of the Indenture is hereby amended by deleting the  reference to Section 4.18
of the Indenture.


 


E.              Section 4.05
of the Indenture is hereby amended and restated in  its entirety as follows:


 


The
Company will not, and will not permit any of its  Restricted Subsidiaries to,
directly or indirectly, make any  Restricted Payment (except as
permitted below) if at the  time of such Restricted
Payment: (i) a Default or Event of  Default shall have occurred
and be continuing or shall occur  as a consequence thereof; (ii) the
Company would be unable  to meet the Coverage Ratio Incurrence
Condition; or (iii)  the amount of such Restricted Payment, when
added to the  aggregate amount of all other Restricted
Payments (except as  expressly provided in the second following
paragraph) made  on or after the first day of the last
completed fiscal  quarter of the Company ending immediately
prior to the Issue  Date, exceeds the sum of (A) 50% of the
Company’s  Consolidated Net Income (taken as one accounting period)  from the first
day of the last completed fiscal quarter of  the Company ending
immediately prior to the Issue Date to  the end of the Company’s most
recently ended fiscal quarter  for which financial
statements are available at the time of  such Restricted Payment (or,
if such aggregate Consolidated  Net Income shall be a
deficit, minus 100% of such aggregate  deficit) plus (B) the
net cash proceeds from the issuance  and sale (other than to a
Subsidiary of the Company) after  the Issue Date of (1) the
Company’s Capital Stock that is  not Disqualified Capital
Stock (excluding amounts  contributed to the Company pursuant to clause (E) of
this  paragraph and excluding Capital Stock purchased with the  proceeds of
loans from the Company or any of its  Subsidiaries) or (2) debt
securities of the Company that  have been converted into the
Company’s Capital Stock that is  not Disqualified Capital
Stock and that is not held by a  Subsidiary of the Company,
plus (C) to the extent that any  Restricted Investment that
was made after the Issue Date is  sold for cash or otherwise
liquidated or repaid for cash,  the lesser of (x) the
cash return of capital with respect to  such Restricted Investment
(less the cost of disposition, if  any) and (y) the initial
amount of such Restricted  Investment plus (D) the
amount of Restricted Investment  outstanding in an
Unrestricted Subsidiary at the time such  Unrestricted Subsidiary is
designated a Restricted  Subsidiary of the Company in accordance with
the definition  of “Unrestricted Subsidiary,” plus (E) 40%
of the aggregate  contributions by Pro-Fac to the Company
subsequent to the  Issue Date but prior to the consummation of
the  Recapitalization, plus (F) $7.5 million.  The foregoing provisions of
clauses (ii) and (iii) of the  immediately preceding
paragraph will not prohibit (1) the  payment of any dividend by
the Company or any Restricted  Subsidiary within 60 days
after the date of declaration  thereof, if at said date of


 


9

















 


declaration
such payment would have complied with the  provisions of this Indenture;
(2) the redemption,  repurchase, retirement or other acquisition of
any Capital  Stock of the Company in exchange for, or out of the proceeds  of, the
substantially concurrent sale (other than to a  Subsidiary of the Company) of
other Capital Stock of the  Company (other than any
Disqualified Capital Stock); (3) the  defeasance, redemption,
repurchase or other retirement of  Subordinated Indebtedness in
exchange for, or out of the  proceeds of, the
substantially concurrent issue and sale of  Capital Stock of the Company
(other than (x) Disqualified  Capital Stock, (y) Capital
Stock sold to a Subsidiary of the  Company and (z) Capital
Stock purchased with the proceeds of  loans from the Company or any
of its Subsidiaries); (4) the  payment of amounts required
to fund Holding Company’s  reasonable operating expenses
and working capital  requirements, not in excess of $250,000, as
adjusted to  reflect changes in the Consumer Price Index between the  Issue Date and
the date of any such payment, in any fiscal  year; (5) (x) the
payments of dividends, distributions or  loans to Holding Company
solely in amounts and at the times  necessary to permit Holding
Company, or (y) any payments or  loans to holders of
securities issued by Holding Company, in  each case to purchase,
redeem, acquire, cancel or otherwise  retire for value Capital
Stock of Holding Company (i) held  by officers, directors or
employees or former officers,  directors or employees (or
their transferees, estates or  beneficiaries under their
estates), or a trust established  for the benefit of any of the
foregoing, of Holding Company,  the Company or its
Subsidiaries, upon death, disability,  retirement, severance or
termination of employment or  service or pursuant to any
agreement under which such  Capital Stock or related
rights were issued or (ii) held by  members or former members of
Holding Company, upon the  departure of such Persons as
members of Holding Company;  provided that the amount of
such payments under this clause  (5) does not exceed in
the aggregate $2.0 million in any  fiscal year; or (6) Restricted
Investments the amount of  which, together with the
amount of all other Restricted  Investments made pursuant to
this clause (6) after the Issue  Date, does not exceed $15.0
million.; (7) payments to  Affiliates of the Company in
amounts equal to the amounts  required to pay any Federal,
state or local income taxes to  the extent that such income
taxes are attributable to the  income of the Company and its
Restricted Subsidiaries; (8)  the making of a Restricted
Investment in exchange for, or  out of the proceeds of, the
substantially concurrent sale  (other than to a Subsidiary
of the Company) of Capital Stock  of the Company (other than
any Disqualified Capital Stock);  (9) the payment or
repurchase of the Dean Foods Note  (provided that such
Restricted Payment complies with clause  (iii) above); or (10) the
designation of Great Lakes Kraut  Company, or its successor, as
an Unrestricted Subsidiary  (provided that such Restricted
Payment complies with clause  (iii) above).


 


Each
Restricted Payment permitted pursuant to the preceding  paragraph (other
than the Restricted Payments referred to in  clauses (2), (3), (7) and
(8) thereof, and, to the extent  deducted in determining Consolidated
Net Income in any  period, the Restricted Payments referred to in
clause (5)  thereof) shall be included once in calculating whether the  conditions of
clause (iii) of the second preceding paragraph  have been met with respect to
any subsequent Restricted  Payments. For purposes of
determining compliance with this  Section 4.05, in the
event that a transaction meets the  criteria of more than one of
the types of Restricted  Payments described in the clauses of the
immediately  preceding paragraph or of the exceptions in of the  definition of “Restricted
Payment,” the Company, in its sole  discretion, shall classify
such transaction and only be  required to include the
amount and type of such transaction  in one of such clauses. If an
issuance of Capital Stock of  the Company is applied to
make a Restricted Payment pursuant  to clauses (2), (3) or (8) above,
then, in calculating  whether the conditions of clause (iii) of
the second  preceding paragraph have been met with respect to any  subsequent
Restricted Payments, the proceeds of any such  issuance shall be included
under such clause (iii) only to  the extent such proceeds are
not applied as so described in  this sentence.


 


10

















 


Not
later than the date of making any Restricted Payment,  the Company
shall deliver to the Trustee an Officers’  Certificate stating that such
Restricted Payment is  permitted and setting forth the basis upon
which the  calculations required by this Section 4.05 were computed,  which
calculations shall be based upon the Company’s latest  available
financial statements.


 


F.              Section 4.07
of the Indenture is hereby amended by deleting the  text of paragraph (b) thereof
in its entirety and replacing it  with the word “Reserved”.


 


G.             Section 4.10
of the Indenture is hereby amended and restated in  its entirety as follows:


 


The
Company will not, and will not permit any of its  Restricted Subsidiaries to,
directly or indirectly, in one  transaction or a series of
related transactions, sell,  lease, transfer or otherwise
dispose of any of its  properties or assets to, or purchase any
property or assets  from or enter into any contract, agreement,
understanding,  loan, advance or guarantee with, or for the
benefit of, any  Affiliate (each of the foregoing, an “Affiliate  Transaction”),
unless (i) such Affiliate Transaction is on  terms that are no less
favorable to the Company or the  relevant Restricted
Subsidiary than those that would have  been obtained in a comparable
transaction by the Company or  such Restricted Subsidiary
with an unrelated Person and (ii)  the Company delivers to the
Trustee (a) with respect to any  Affiliate Transaction (or
series of related transactions)  involving aggregate payments
in excess of $1.0 million, an  Officers’ Certificate
certifying that such Affiliate  Transaction complies with
clause (i) above and which sets  forth and authenticates a
resolution that has been adopted  by a vote of a majority of
the Board of Directors approving  such Affiliate Transaction
and (b) with respect to any  Affiliate Transaction (or
series of related transactions)  involving aggregate payments
in excess of $5.0 million  (other than any Affiliate
Transaction (or series of related  transactions) relating to the
Pro-Fac Marketing Agreement or  any agreement for the
purchase of crops entered into  pursuant to the Pro-Fac
Marketing Agreement), the Officers’  Certificate described in the
preceding clause (a) and an  opinion as to the fairness to
the Company or such Subsidiary  from a financial point of
view of such Affiliate Transaction  (or series of related
transactions) issued by an Independent  Financial Advisor; provided,
however, that the following  shall not be deemed to be
Affiliate Transactions: (i)  transactions exclusively
between or among (1) the Company  and one or more Restricted
Subsidiaries or (2) Restricted  Subsidiaries, provided, in
each case, that no Affiliate of  the Company (other than
another Restricted Subsidiary) owns  Capital Stock of any such
Restricted Subsidiary; (ii)  transactions between the
Company or any Restricted  Subsidiary and any qualified
employee stock ownership plan  established for the benefit
of the Company’s employees, or  the establishment or
maintenance of any such plan; (iii)  reasonable director, officer
and employee compensation and  other benefit and indemnification
arrangements entered into  in the ordinary course of
business and consistent with past  practice; (iv) transactions
permitted by Section 4.05 or  excluded from the definition
of “Restricted Payments;” (v)  the pledge of Capital Stock
of Unrestricted Subsidiaries to  support the Indebtedness
thereof; (vi) transactions between  the Company or any Restricted
Subsidiary and any Affiliate  of the Company or such
Restricted Subsidiary that is a joint  venture, provided that no
direct or indirect holder of an  equity interest in such joint
venture (other than the  Company or a Restricted Subsidiary) is an
Affiliate of the  Company or such Restricted Subsidiary; (vii) the
Pro-Fac  Marketing Agreement and any transaction effected pursuant  thereto
including amendments thereto which are no less  favorable to the Company; (viii) the
Vestar Capital  Management Agreement and any transaction
effected pursuant  thereto including amendments thereto which are
no less  favorable to the Company; (ix) the Pro-Fac Transition  Services Agreement
and any transaction effected pursuant  thereto including amendments
thereto which are no less  favorable to the Company; (x) the
Unit Purchase Agreement  and any transaction effected pursuant thereto
including  amendments thereto which are no less favorable to the  Company; (xi)
the Securityholders Agreement and any  transaction effected pursuant
thereto including amendments  thereto which are no


 


11














 


less
favorable to the Company; (xii) the Termination  Agreement and any transaction
effected pursuant thereto  including amendments thereto
which are no less favorable to  the Company; (xiii) the Side
Letters and any transaction  effected pursuant thereto including
amendments thereto which  are no less favorable to the Company; and
(xiv) the Pro-Fac  Credit Facility and any transaction effected
pursuant  thereto including amendments thereto which are no less  favorable to the
Company.


 


H.            Section 4.16
of the Indenture is hereby amended and restated in its entirety as follows:


 


(a) The Company will not, and will not permit any of its  Restricted
Subsidiaries to, consummate any Asset Sale unless  (i) the Company or such
Restricted Subsidiary receives  consideration at the time of
such Asset Sale at least equal  to the Fair Market Value of
the assets included in such  Asset Sale (evidenced by the
delivery by the Company to the  Trustee of an Officers’
Certificate certifying that such  Asset Sale complies with this
clause (i)), (ii) immediately  after giving effect to such
Asset Sale, no Default or Event  of Default shall have
occurred and be continuing, and (iii)  at least 80% of the
consideration received by the Company or  such Restricted Subsidiary
therefor is in the form of cash  paid at the closing thereof.
The amount (without  duplication) of any (x) Indebtedness
(other than  Subordinated Indebtedness) of the Company or such Restricted  Subsidiary that
is expressly assumed by the transferee in  such Asset Sale and with
respect to which the Company or  such Restricted Subsidiary,
as the case may be, is  unconditionally released by the holder of such
Indebtedness,  (y) any Cash Equivalents, or other notes,
securities or  items of property received from such
transferee that are  promptly (but in any event within 15 days)
converted by the  Company or such Restricted Subsidiary to cash
(to the extent  of the cash actually so received) and (z) Indebtedness
of  the Company or such Restricted Subsidiary represented by the  Dean Foods Note
that is expressly assumed or forgiven by the  transferee in such asset sale
and with respect to which the  Company or such Restricted
Subsidiary, as the case may be,  is unconditionally released
by the holder of such  Indebtedness, shall be deemed to be cash for
purposes of  clause (iii) of the preceding sentence and, in the case of  clause (x) above,
shall also be deemed to constitute a  repayment of, and a permanent
reduction in, the amount of  such Indebtedness for
purposes of the following paragraph  (b) and in the case of
clause (z) above shall not be  required to be applied in
accordance with the following  paragraph (b). If at any time
any non-cash consideration  received by the Company or
any Restricted Subsidiary of the  Company, as the case may be,
in connection with any Asset  Sale is converted into or
sold or otherwise disposed of for  cash (other than interest
received with respect to any such  non-cash consideration), then
the date of such conversion or  disposition shall be deemed
to constitute the date of an  Asset Sale hereunder and the
Net Available Proceeds thereof  shall be applied in
accordance with this Section 4.16. A  transfer of assets by the
Company to a Restricted Subsidiary  or by a Restricted Subsidiary
to the Company or to a  Restricted Subsidiary will not be deemed to be
an Asset  Sale, and a transfer of assets that is excluded from the  definition of “Restricted
Payment” or that constitutes a  Restricted Investment and
that is permitted under Section  4.05 will not be deemed to be
an Asset Sale.


 


I.                 Section 5.01
is hereby amended and restated in its entirety as follows:


 


(a) The Company will not, in a single transaction or a  series of
related transactions, (i) consolidate or merge  with or into (other than a
merger with a Wholly-Owned  Restricted Subsidiary solely
for the purpose of changing the  Company’s jurisdiction of
incorporation to another State of  the United States; provided
that clauses (a) and (d) below  are complied with), or sell,
lease, transfer, convey or  otherwise dispose of or
assign all or substantially all of  the assets of the Company or
the Company and its  Subsidiaries (taken as a whole), or permit any
of its  Restricted Subsidiaries to do so if such transaction would  result in the
transfer of all or substantially all of the  assets of the Company and its
Subsidiaries (taken as a  whole), or assign any of its obligations under


 


12

















 


the
Notes and this Indenture, to any Person or (ii) adopt a  Plan of
Liquidation unless, in either case: (a) the Person  formed by or
surviving such consolidation or merger (if  other than the Company) or to
which such sale, lease,  conveyance or other disposition or assignment
shall be made  (or, in the case of a Plan of Liquidation, any
Person to  which assets are transferred) (collectively, the  “Successor”), is
a corporation or a cooperative corporation  organized and existing under
the laws of any State of the  United States of America or
the District of Columbia, and  the Successor assumes by
supplemental indenture in a form  satisfactory to the Trustee
all of the obligations of the  Company under the Notes and
this Indenture; (b) immediately  prior to and immediately
after giving effect to such  transaction and the
assumption of the obligations as set  forth in clause (a) above
and the incurrence of any  Indebtedness to be incurred
in connection therewith, no  Default or Event of Default
shall have occurred and be  continuing; and (c) immediately
after and giving effect to  such transaction and the
assumption of the obligations set  forth in clause (a) above
and the incurrence of any  Indebtedness to be incurred
in connection therewith, and the  use of any net proceeds
therefrom on a pro forma basis, the  Company or the Successor, as
the case may be, could meet the  Coverage Ratio Incurrence
Condition; and (d) each Guarantor,  unless it is the other party
to the transactions described  above, shall have by
amendment to its Note Guarantee  confirmed that its Note
Guarantee shall apply to the  obligations of the Company or
the Successor under the Notes  and this Indenture. For
purposes of this Section 5.01, any  Indebtedness of the Successor
which was not Indebtedness of  the Company immediately prior
to the transaction shall be  deemed to have been incurred
in connection with such  transaction.


 


(b) No Guarantor (other than a Subsidiary Guarantor  whose Note
Guarantee is to be released in accordance with  Section 11.08) may
consolidate with or merge with or into  (whether or not such
Guarantor is the surviving Person),  another Person or entity
whether or not affiliated with such  Guarantor unless:


 


(i) the Person formed by or surviving any such  consolidation or
merger (if other than such Guarantor)  assumes all the obligations
of such Guarantor under the Note  Guarantee of such Guarantor
and this Indenture pursuant to a  supplemental indenture in
form and substance reasonably  satisfactory to the Trustee
under the notes and this  Indenture;


 


(ii) immediately after giving effect to such transaction, no
Default or Event of Default exists; and


 


(iii) immediately after giving effect to any such transaction
involving a Subsidiary Guarantor, the Coverage Ratio Incurrence Condition would
be met. 


 


J.                Section 6.01
is hereby amended and restated in its entirety as  follows:


 


(a) Each of the following constitutes an event of  default (an “Event
of Default”):


 


(i) failure by the Company to pay interest or Additional Interest
on any of the Notes when it becomes due and payable and the continuance of any
such failure for 30 days (whether or not such payment shall be prohibited by Article 10);


 


(ii) failure by the Company to pay the principal or premium, if
any, on any of the Notes when it becomes due and payable, whether at stated
maturity, upon redemption (including, without limitation, the failure to make a
payment to purchase Notes tendered pursuant to a Change of  Control Offer or
Net Proceeds Offer), upon acceleration or  otherwise (whether or not
such payment shall be prohibited  by Article 10);


 


13

















 


(iii) failure by the Company to comply with any of  its agreements
or covenants described above under Article 5  or in respect of its
obligations to make a Change of Control Offer or a Net Proceeds Offer described
in Sections 4.15 and 4.16, respectively;


 


(iv) failure by the Company or any Guarantor to comply with any
other covenant in this Indenture and continuance of such failure for 60 days
after notice of such failure has been given to the Company by the Trustee or by
the holders of at least 25% of the aggregate principal amount of the Notes then
outstanding;


 


(v) failure by either the Company or any of its Restricted
Subsidiaries to make any principal payment at final maturity after the
expiration of any applicable grace period in respect of any Indebtedness of the
Company or any of such Restricted Subsidiaries, or the acceleration of the maturity
of such Indebtedness by the holders thereof because of a default, with an
aggregate outstanding principal amount for all such Indebtedness under this
clause (v) of $7.5 million or more;


 


(vi) one or more final, non-appealable judgments or orders that
exceed $7.5 million in the aggregate for the payment of money have been entered
by a court or courts of competent jurisdiction against the Company or any
Restricted Subsidiary of the Company and such judgment or judgments have not
been satisfied, stayed, annulled or rescinded within 60 days of being entered;


 


(vii) if under any Bankruptcy Law, (A) the Company or any
Significant Subsidiary commences a voluntary case, consents to the entry of an
order for relief against it in an involuntary case, consents to the appointment
of a Custodian of it or for all or substantially all of its property, or makes
a general assignment for the benefit of its creditors, or (B) a court of
competent jurisdiction enters an order or decree, and such order or decree
remains unstated and in effect for 60 days, that is for relief against the
Company or any Significant Subsidiary in an involuntary case, appoints a
Custodian of the Company or any Significant Subsidiary or for all or substantially
all of the property of the Company or any Significant Subsidiary, or orders the
liquidation of the Company or any Significant Subsidiary; and


 


(viii) except as permitted by Section 11.08 any Note Guarantee
ceases to be in full force and effect or any Note Guarantee is declared to be
null and void and unenforceable  or is found to be invalid or
any Guarantor repudiates its  obligations under any Note
Guarantee.


 


(b) Any notice of default delivered to the Company by  the Trustee or
by Holders of Notes with a copy to the  Trustee must specify the
Default, demand that it be remedied  and state that the notice is
a “Notice Of Default”.


 


K.            Section 9.02
is hereby amended by deleting the text of paragraph (B) thereof in its
entirety and replacing it with the word “Reserved”.


 


L.              Section 12.01
of the Indenture is hereby amended and restated by replacing the name and
address of the Trustee with the following:


 


The
Bank of New York


101
Barclay Street - 8W


New
York, New York 10286


Telecopier
No.:  (212) 815-5707


Attention:  Corporate Trust Administration


 


14

















 


Section 2.
Effectiveness; Termination:


 


(a) This
Supplemental Indenture is entered into pursuant to and consistent with Section 9.02
of the Indenture, and nothing herein shall constitute an amendment, supplement
or waiver requiring the approval of each Holder pursuant to clauses (i) through
(ix) of paragraph (a) Subsection (C) of Section 9.02.


 


(b) This
Supplemental Indenture shall become effective and binding on the Issuer, the
Guarantors, the Trustee and the Holders of the Notes upon the execution and
delivery by the parties to this Supplemental Indenture; provided, however, that
the provisions of the Indenture referred to in Section 1 above (such
provisions being collectively referred to as the “Amended Provisions”) will
remain in effect in the form they existed prior to the execution of this
Supplemental Indenture, the deletions and amendments of the Amended Provisions
will not become operative, and the terms of the Indenture will not be amended,
modified or deleted, in each case unless the Consent Solicitation is not
terminated and until the date and time, if any (the “Closing Date”), that the
Recapitalization as defined in Section 1 above is consummated pursuant to
its terms. On the Closing Date (assuming the Consent Solicitation is not
terminated), the Amended Provisions will automatically be deleted or amended as
contemplated by Section 1 above.


 


Section 3.
Miscellaneous.


 


(a) On
and after the Closing Date, 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 shall be construed and enforced in accordance with, and
interpreted under, the internal laws of the State of New York.


 


(d) 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.


 


(e) 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.


 


(f) 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.


 


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


 


(h) 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.


 


(i) 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.


 


(j) Nothing
in this Supplemental Indenture, express or implied, shall give to any Person,
other than the parties hereto and their successors under the Indenture and the
Holders, any benefit or any legal or equitable right, remedy or claim under the
Indenture.


 


15

















 


(k) 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.


 


16

















 


IN
WITNESS WHEREOF, the Issuer, the Guarantors and the Trustee have caused this
Supplemental Indenture to be duly executed by their respective officers
thereunto duly authorized as of the day and year first written above.


 


	
  AGRILINK FOODS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Earl L. Powers

  	
   

  
	
   

  	
  Name:

  	
  Earl L. Powers

  	
   

  
	
   

  	
  Title:

  	
  EVP and CFO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PRO-FAC COOPERATIVE, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ David M. Mehalick

  	
   

  
	
   

  	
  Name:

  	
  David M. Mehalick

  	
   

  
	
   

  	
  Title: 

  	
  Assistant Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LINDEN OAKS CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Linda K. Nelson

  	
   

  
	
   

  	
  Name: 

  	
  Linda K. Nelson

  	
   

  
	
   

  	
  Title: 

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  KENNEDY ENDEAVORS,
  INCORPORATED

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Earl L. Powers

  	
   

  
	
   

  	
  Name: 

  	
  Earl L. Powers

  	
   

  
	
   

  	
  Title: 

  	
  VP and Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE BANK OF NEW YORK as
  Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ James E. Logan

  	
   

  
	
   

  	
  Name: 

  	
  James E. Logan

  	
   

  
	
   

  	
  Title: 

  	
  Vice President

  	
   

  



 


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