Supplemental Indenture



 Exhibit 4.1 
 Supplemental Indenture (this “Supplemental Indenture”), dated as of December 23, 2009, among Birds Eye Foods, Inc., a
Delaware corporation, Birds Eye Holdings, Inc., a Delaware corporation, Birds Eye Group, Inc., a Delaware corporation, Kennedy Endeavors Incorporated, a Washington corporation, Seasonal Employers, Inc., a New York corporation, BEMSA Holding, Inc., a
Delaware corporation, GLK Holdings, Inc., a Delaware corporation, GLK, LLC, a Delaware limited liability company and Rochester Holdco, LLC, a Delaware limited liability company (each a “Guaranteeing Subsidiary” and together, the
“Guaranteeing Subsidiaries), subsidiaries of Pinnacle Foods Finance LLC, a Delaware limited liability company (together with Pinnacle Foods Finance Corp., a Delaware corporation, the “Issuers”), and Wilmington Trust
Company, as trustee (the “Trustee”). 
 W I T N E S S E T H 
 WHEREAS, each Issuer and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee
an indenture (the “Indenture”), dated as of April 2, 2007, providing for the issuance of $325.0 million aggregate principal amount of Senior Notes due 2015 (the “2007 Notes”); 
 WHEREAS, on December 23, 2009 the Issuers issued an additional $300.0 million aggregate principal amount of Senior Notes due 2015 (the
“Additional Notes” and, together with the 2007 Notes, the “Notes”); 
 WHEREAS, the Additional
Notes are being sold as part of the financing that will be used to consummate the acquisition of Birds Eye Foods, Inc. (“Birds Eye”) pursuant to a Stock Purchase Agreement, dated as of November 18, 2009 (the
“SPA”), by and among Birds Eye, Birds Eye Holdings LLC, a Delaware limited liability company (the “Seller”) and Pinnacle Foods Group LLC, a Delaware limited liability company, pursuant to which it will acquire all
of the issued and outstanding shares of common stock of Birds Eye from the Seller. 
 WHEREAS, the Indenture provides that under
certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Issuers’ Obligations under the
Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); 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 parties 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 Guarantee. Each Guaranteeing Subsidiary hereby agrees as follows:

 (a) Along with all Guarantors named in the Indenture, to jointly and severally, irrevocable and
unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the
Issuers hereunder or thereunder, that: 
 (i) the principal of and interest, premium and Additional Interest, if
any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other Obligations of the Issuers
to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and 
 (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be
jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. 
 (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or
consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against either Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable
discharge or defense of a guarantor. 
 (c) The following is hereby waived: diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy of either Issuer, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever. 
 (d) This Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the
Indenture and this Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture. 
 (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other
similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. 
 (f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of
any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. 
 (g) As between
the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this
Guarantee, notwithstanding any stay, injunction or other prohibition preventing such








 
acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such
obligations (whether or not due and payable) shall forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this Guarantee. 
 (h) The Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this
Guarantee. 
 (i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent
and fixed liabilities that are relevant under any applicable Bankruptcy Law or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor
in respect of the obligations of such other Guarantor under Article 10 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Guarantee will not
constitute a fraudulent transfer or conveyance. 
 (j) This Guarantee shall remain in full force and effect and
continue to be effective should any petition be filed by or against either Issuer for liquidation, reorganization, should either Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed
for all or any significant part of either Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such
payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount
paid and not so rescinded, reduced, restored or returned. 
 (k) In case any provision of this Guarantee 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. 
 (l) This Guarantee shall be a general unsecured senior obligation of such Guaranteeing Subsidiary, ranking pari passu
with any other future Senior Indebtedness of the Guaranteeing Subsidiary, if any. 
 (m) Each payment to be made
by the Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. 
 (3) Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such
Guarantee on the Notes. 







 (4) Merger, Consolidation or Sale of All or Substantially All Assets. 
 (a) Except as otherwise provided in Section 5.01(c) of the Indenture, a Guaranteeing Subsidiary may not consolidate or
merge with or into or wind up into (whether or not the Guaranteeing Subsidiary is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related
transactions, to any Person unless: 
 (i)(A) such Guaranteeing Subsidiary is the surviving entity or the
Person formed by or surviving any such consolidation or merger (if other than such Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing
under the laws of the jurisdiction of organization of such Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guaranteeing Subsidiary or such
Person, as the case may be, being herein called the “Successor Person”); 
 (B) the Successor
Person, if other than such Guaranteeing Subsidiary, expressly assumes all the obligations of such Guaranteeing Subsidiary under the Indenture and such Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other
documents or instruments; 
 (C) immediately after such transaction, no Default exists; and 
 (D) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating
that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or 
 (ii) the transaction is made in compliance with Section 4.10 of the Indenture; 
 (b) Subject to
certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, such Guaranteeing Subsidiary under the Indenture and such Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, such
Guaranteeing Subsidiary may (i) merge into or transfer all or part of its properties and assets to another Guarantor or either Issuer, (ii) merge with an Affiliate of the Company solely for the purpose of reincorporating such Guaranteeing
Subsidiary in the United States, any state thereof, the District of Columbia or any territory thereof or (iii) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the
laws of the jurisdiction of organization of such Guaranteeing Subsidiary. 
 (5) Releases. 
 The Guarantee of a Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by such
Guaranteeing Subsidiary, the Issuers or the Trustee is required for the release of such Guaranteeing Subsidiary’s Guarantee, upon: 
 (1)(A) any sale, exchange or transfer (by merger or otherwise) of (i) the Capital Stock of such Guaranteeing Subsidiary (including any sale, exchange or transfer), after which such Guaranteeing
Subsidiary is no longer a Restricted Subsidiary or (ii) all








 
or substantially all the assets of such Guaranteeing Subsidiary, in each case made in compliance with the applicable provisions of the Indenture; 
 (B) the release or discharge of the guarantee by such Guaranteeing Subsidiary of Indebtedness under the Senior Credit
Facilities or the guarantee which resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee; 
 (C) the designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary; or 
 (D) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8
of the Indenture or the discharge of the Issuers’ obligations under the Indenture in accordance with the terms of the Indenture; and 
 (2) such Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to
such transaction have been complied with. 
 (6) No Recourse Against Others. No director, officer, employee, incorporator
or stockholder of a Guaranteeing Subsidiary or any of its parent companies (other than the Issuers and the Guarantors) shall have any liability for any obligations of the Issuers or the Guarantors (including such Guaranteeing Subsidiary) under the
Notes, any 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 Notes waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. 
 (7) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 (8) 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. 
 (9) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. 
 (10) 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 recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries. 
 (11) Subrogation. The Guaranteeing Subsidiaries shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by the Guaranteeing Subsidiaries pursuant to
the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiaries shall not be entitled to enforce or receive any payments
arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under the Indenture or the Notes shall have been paid in full. 







 (12) Benefits Acknowledged. The Guaranteeing Subsidiaries’ Guarantee is subject
to the terms and conditions set forth in the Indenture. Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and
that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits. 
 (13) Successors. All agreements of the Guaranteeing Subsidiaries in this Supplemental Indenture shall bind their Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All
agreements of the Trustee in this Supplemental Indenture shall bind its successors. 







 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first above written. 
  

					
	 BIRDS EYE FOODS, INC.
 BIRDS EYE HOLDINGS, INC.
 BIRDS EYE GROUP, INC.
 KENNEDY ENDEAVORS INCORPORATED
 SEASONAL EMPLOYERS, INC.
 BEMSA HOLDING, INC.
 GLK HOLDINGS, INC.

GLK, LLC
 ROCHESTER HOLDCO,
LLC

		
	By:	 	/s/    Craig Steeneck
		 	Name: 	 	Craig Steeneck
		 	Title:	 	Executive Vice President &
Chief Financial Officer
	
	WILMINGTON TRUST COMPANY,
as Trustee
		
	By:	 	/s/ Michael G. Oller, Jr.
		 	Name: 	 	Michael G. Oller, Jr.
		 	Title:	 	Assistant Vice President


 [Signature page to Supplemental Indenture]