Exhibit
4.13


 


FORM OF GLOBAL EIS


 


THIS SECURITY IS A GLOBAL ENHANCED INCOME SECURITY (“EIS”) AND IS
REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A
SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE
REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.


 


EACH EIS CONSISTS OF $6.00 PRINCIPAL AMOUNT OF THE    % SENIOR SUBORDINATED NOTES DUE 2014 (THE
“NOTES”) OF B&G FOODS, INC. (THE “COMPANY”) AND ONE SHARE OF CLASS A COMMON
STOCK, PAR VALUE $0.01 PER SHARE, OF THE COMPANY (SUBJECT TO ADJUSTMENT IN CASE
OF A STOCK SPLIT, STOCK DIVIDEND OR RECLASSIFICATION OF THE CLASS A COMMON
STOCK). THE CLASS A COMMON STOCK AND NOTES EVIDENCED BY THIS CERTIFICATE MAY
NOT BE TRANSFERRED OR EXCHANGED SEPARATELY AND MAY BE TRANSFERRED OR EXCHANGED
ONLY TOGETHER UNTIL SEPARATED IN ACCORDANCE WITH THE TERMS OF THIS CERTIFICATE.


 

















 


B&G FOODS, INC.


                        
EISs


 


No. 1


 


CUSIP NO.: 


ISIN: 


 


B&G
Foods, Inc., a Delaware corporation (the “Company”) hereby certifies that Cede
& Co., or registered assigns, is the owner of the number of Enhanced Income
Securities (“EISs”) listed on Schedule A hereto.


 


Each
EIS consists of $6.00 principal amount of
       % senior subordinated notes due 2014
of the Company (the “Notes”) and one share of Class A Common Stock, par value
$0.01 per share of the Company (the “Class A Common Stock”) (subject to
adjustment in case of a stock split, stock dividend or reclassification of the
Class A Common Stock as reflected on Schedule B hereto). The global Note and
global Class A Common Stock certificate constituting part of this EISs
Certificate are each attached hereto. The terms of the Notes are governed by an
Indenture (the “Indenture”) dated as of
                      ,
2004, among the Company, the Guarantors named therein and The Bank of New York,
as trustee (the “Trustee”), and are subject to the terms and provisions
contained therein, to all of which terms and provisions the holder of this EISs
Certificate consents by acceptance hereof. The Company will furnish to any
holder of this EISs Certificate upon written request and without charge a copy
of the Indenture.


 


Upon
the occurrence of a stock split, stock dividend or reclassification of the
Class A Common Stock, the Company will notify in writing the EIS transfer Agent
and DTC of such event and instruct them to reflect the resulting changes on
Schedule B hereof.


 


This
EISs Certificate is not valid unless countersigned and registered by the
Transfer Agent and Registrar.


 


Automatic Separation:


 


Each
EIS will automatically separate into one share of Class A Common Stock (subject
to adjustment in case of a stock split, stock dividend or reclassification of
the Class A Common Stock as reflected on Schedule B hereto) and $6.00 principal
amount of Notes upon the (i) date on which principal on the Notes becomes due
and payable, whether at the stated maturity of the Notes or upon acceleration
thereof, (ii) any exercise by the Company of its right to redeem all or a
portion of the Notes, or (iii) if DTC is unwilling or unable to continue acting
as securities depository with respect to the EISs or ceases to be a registered
clearing agency under the Securities Exchange Act of 1934 and the Company is
unable to find a successor depository.


 


In
addition, upon a notice by the Company of the issuance by the Company of
additional Notes pursuant to the Indenture (“New Notes”) (i) the EISs
represented by this Certificate will be automatically separated into the Class
A Common Stock and the Notes represented hereby, (ii) this Certificate shall be
canceled, and (iii) a new EIS Certificate(s) will be issued to the holder of
this Certificate representing the same number of EISs (“New EISs”). Each New
EIS will consist of one share of Class A Common Stock (subject to adjustment in
case of a stock split, stock dividend or reclassification of the Class A Common
Stock as reflected on Schedule B hereto) and $6.00 principal amount of a
combination of the Notes and New Notes in proportion to the aggregate principal
balances thereof.


 

















 


Voluntary Separation:


 


The
registered holder of this Certificate is entitled, at any time and from time to
time, on or after the earlier of (i) [the 45th day after original issuance
of the EISs], 2004 or (ii) the occurrence of a Change of Control (as
defined in the Indenture), to separate the EISs represented by this Certificate
or any portion thereof for one share of Class A Common Stock (subject to
adjustments in case of stock split, stock dividend or reclassification of the
Class A Common Stock) and $6.00 principal amount of Notes for each EIS.


 


Recombination:


 


Any
holder of Class A Common Stock and Notes is entitled, at any time to combine
such holder's Class A Common Stock and Notes to form EISs.


 


[Remainder of Page
Intentionally Left Blank]


 

















 


Dated:              ,
2004


 


	
  B&G FOODS, INC.

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


Countersigned and registered:


 


 


	
  THE BANK OF NEW YORK

  as Transfer Agent and Registrar

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


Schedule A


 


NUMBER OF EISs


 


The Number of EISs initially represented by this global EIS certificate
is        . The following increases or
decreases have been made:


 


 


	
  Number of EISs

  Prior to Adjustment

  	
   

  	
  Increase
  in Amount 

  of EISs

  	
   

  	
  Decreases
  in

  Amount of EISs

  	
   

  	
  Signature

  	
   

  	
  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


Schedule B


 


Number of shares of Class A Common Stock


 


The number of shares of Class A Common Stock included in each EIS
represented by this Certificate is initially one. The following adjustments
have been made:


 


 


	
  Number of Shares

  of Class A

  Common Stock

  Included in Each

  EISs Prior to

  Adjustment

  	
   

  	
  Event Triggering

  Adjustment

  	
   

  	
  Number of

  Shares of Class

  A Common

  Stock Included

  in Each EISs

  Following

  Adjustment

  	
   

  	
  Signature

  	
   

  	
  Date