EX-4.9



 Exhibit 4.9 

EXECUTION COPY 
  

 
  

TREEHOUSE FOODS, INC., as Issuer 

THE GUARANTORS PARTY HERETO, as Guarantors 

AND 
 WELLS FARGO BANK, NATIONAL
ASSOCIATION, 
 as Trustee 
  

 
 4.875 %
SENIOR NOTES DUE 2022 
 SIXTH SUPPLEMENTAL INDENTURE DATED AS OF 

July 29, 2014 
 TO THE
INDENTURE DATED AS OF 
 March 2, 2010 
  

 
  







 This SIXTH SUPPLEMENTAL INDENTURE, dated as of July 29, 2014 (this “Sixth Supplemental
Indenture”), is by and among TreeHouse Foods, Inc., a Delaware corporation (such corporation and any successor as defined in the Base Indenture and herein, the “Company”), the existing Guarantors party to the Indenture (as defined
below), Snacks Parent Corporation, a Delaware corporation (the “Additional Guarantor”), and Wells Fargo Bank, National Association, a national banking association, as trustee (such institution and any successor as defined in the Base
Indenture, the “Trustee”). 
 WITNESSETH: 

WHEREAS, the Company and the existing Guarantors have previously executed and delivered an Indenture, dated as of March 2, 2010 (the
“Base Indenture”), with the Trustee providing for the issuance from time to time of one or more series of the Company’s senior debt securities, as amended and supplemented by a Fourth Supplemental Indenture, dated as of March 11,
2014 (the “Fourth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), providing for the issuance of the Company’s 4.875% Notes due 2022 (the “Notes”); 

WHEREAS, Section 4.15 of the Fourth Supplemental Indenture provides that in the event that any Domestic Subsidiary becomes a borrower
under the Credit Agreement, then the Company shall cause such Domestic Subsidiary to simultaneously become a Guarantor of the Notes, in accordance with the terms of the Indenture; 

WHEREAS, Section 9.01 of the Fourth Supplemental Indenture provides that the Trustee may enter into an indenture supplemental to the
Indenture, without the consent of the Holders, to add any Person as a Guarantor; 
 WHEREAS, the Additional Guarantor is entering into this
Sixth Supplemental Indenture to add the Additional Guarantor as a Guarantor; 
 WHEREAS, the Indenture is incorporated herein by reference;
and 
 WHEREAS, all conditions necessary to authorize the execution and delivery of this Sixth Supplemental Indenture and to make it a valid
and binding obligation of the Additional Guarantor have been completed or performed. 
 NOW, THEREFORE, in consideration of the agreements
and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Company, the existing Guarantors, the Additional Guarantor and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the Notes. 







 ARTICLE 1 

DEFINITIONS AND INCORPORATION BY REFERENCE 

SECTION 1.01 Definitions; Rules of Construction. 

All capitalized terms used herein and not otherwise defined below shall have the meanings ascribed thereto in the Indenture. The words
“herein,” “hereof” and “hereunder” and other words of similar import refer to this Sixth Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision. 

ARTICLE 2 
 AGREEMENT TO
GUARANTEE 
 SECTION 2.01 Agreement to Guarantee. 

The Additional Guarantor hereby agrees to become a party to the Indenture as a Guarantor and shall have all of the rights and be subject to all
of the obligations and agreements of a Guarantor under the Indenture. The Additional Guarantor agrees to be bound by all other provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor
under the Indenture. 
 ARTICLE 3 

MISCELLANEOUS 
 SECTION
3.01 Indenture Remains in Full Force and Effect. 
 Except as expressly amended and supplemented by this Sixth Supplemental Indenture,
the Indenture shall remain in full force and effect in accordance with its terms. 
 SECTION 3.02 Governing Law. 

THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SIXTH SUPPLEMENTAL INDENTURE AND THE NOTES WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

SECTION 3.03 Severability. 

In case any provision in this Sixth Supplemental Indenture or in the Notes 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. 

  
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 SECTION 3.04 Counterpart Originals. 

The parties may sign any number of copies of this Sixth Supplemental Indenture. Each signed copy shall be an original, but all of them together
shall represent the same agreement. The exchange of copies of this Sixth Supplemental Indenture and of signature pages by facsimile or portable document format (“PDF”) transmission shall constitute effective execution and delivery of this
Sixth Supplemental Indenture as to the parties hereto. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. 

SECTION 3.05 Table of Contents, Headings, Etc. 

The headings in this Sixth Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this
Sixth Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 
 SECTION 3.06 Jury Trial
Waiver. 
 EACH OF THE COMPANY, THE EXISTING GUARANTORS, THE ADDITIONAL GUARANTOR AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SIXTH SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE SUBSIDIARY GUARANTEES OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY. 
 SECTION 3.07 Concerning the Trustee. 

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Sixth Supplemental
Indenture, the Subsidiary Guarantee of the Additional Guarantor or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Additional Guarantor. All of the provisions contained in the
Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of this Sixth Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein. The
Company hereby confirms to the Trustee that this Sixth Supplemental Indenture has not resulted in a material modification of the Notes for Foreign Accounting Tax Compliance Act (“FATCA”) purposes. The Company shall give the Trustee prompt
written notice of any material modification of the Notes deemed to occur for FATCA purposes. The Trustee shall assume that no material modification for FATCA purposes has occurred regarding the Notes, unless the Trustee receives written notice
of such modification from the Company. 
 [signature pages follow] 

  
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 SIGNATURES 

Dated as the date first written above. 
  

					
	COMPANY:
	
	TREEHOUSE FOODS, INC.
		
	By:	 	 /s/ Thomas E. O’Neill

		 	Name:	 	Thomas E. O’Neill
		 	Title:	 	Executive Vice President, General
		 		 	Counsel, Chief Administrative
		 		 	Officer and Corporate Secretary



  
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	GUARANTORS:
	
	BAY VALLEY FOODS, LLC
		
	By:	 	 /s/ Thomas E. O’Neill

		 	Name:	 	Thomas E. O’Neill
		 	Title:	 	Executive Vice President and
		 		 	General Counsel
	
	STURM FOODS, INC.
		
	By:	 	 /s/ Thomas E. O’Neill

		 	Name:	 	Thomas E. O’Neill
		 	Title:	 	Executive Vice President, General
		 		 	Counsel and Secretary
	
	S.T. SPECIALTY FOODS, INC.
		
	By:	 	 /s/ Thomas E. O’Neill

		 	Name:	 	Thomas E. O’Neill
		 	Title:	 	Executive Vice President, General
		 		 	Counsel and Secretary
	
	SNACKS PARENT CORPORATION
		
	By:	 	 /s/ Thomas E. O’Neill

		 	Name:	 	Thomas E. O’Neill
		 	Title:	 	Executive Vice President



  
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	TRUSTEE:
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Gregory S. Clarke

		 	Name:	 	Gregory S. Clarke
		 	Title:	 	Vice President



  
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