Exhibit
4.4


 


THIRD SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of October 30, 2003 among B&G Foods,
Inc., a Delaware corporation (the “Company”), BGH Holdings, Inc., a Delaware
corporation, Bloch & Guggenheimer, Inc., a Delaware corporation,
Polaner, Inc., a Delaware corporation, Trappey’s Fine Foods, Inc., a Delaware
corporation, Maple Grove Farms of Vermont, Inc., a
Vermont corporation, William Underwood Company, a Massachusetts voluntary
association (business trust), Heritage Acquisition Corp., a Delaware
corporation, and Les Produits Alimentaires Jacques et Fils Inc., a Quebec
company (collectively, the “Guarantors”), Ortega Holdings Inc., a Delaware
corporation (the “New Guarantor”), and The Bank of New York, as trustee under
the indenture referred to below (the “Trustee”).  Capitalized terms used herein and not defined herein shall have
the meaning ascribed to them in the Indenture (as defined below).


 


W I T N E S S E T
H


 


WHEREAS, the Company and the Guarantors have
heretofore executed and delivered to the Trustee an indenture, dated as of
August 11, 1997, as amended, supplemented or otherwise modified from time to
time (the “Indenture”), providing for the issuance of an aggregate principal
amount of $120,000,000 of 9-5/8% Senior Subordinated Notes due 2007 (the
“Notes”);


 


WHEREAS, Section 4.19 and Article 11 of the Indenture
provide that under certain circumstances the Company may or must cause certain
of its subsidiaries to execute and deliver to the Trustee a supplemental
indenture pursuant to which such subsidiaries shall unconditionally guarantee
all of the Company’s Obligations under the Notes pursuant to a Subsidiary
Guarantee on the terms and conditions set forth herein; 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 Company, the New Guarantor and the Trustee 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 Subsidiary Guarantee. The New Guarantor
hereby agrees, jointly and severally with all other Guarantors, to guarantee
the Company’s Obligations under the Notes and the Indenture on the terms and
subject to the conditions set forth in Article 11 of the Indenture and to
be bound by all other applicable provisions of the Indenture.


 


3.        No Recourse Against Others. No past, present or future
director, officer, employee, incorporator, shareholder or agent of any
Guarantor (including the New Guarantor), as such, shall have any liability for
any obligations of the Company or any Guarantor (including the New Guarantor)
under the Notes, any Subsidiary 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 a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes.


 


4.        New York Law to Govern. THE INTERNAL LAW OF THE STATE
OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.


 


5.        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.


 


6.        Effect of Headings. The Section headings herein are
for convenience only and shall not affect the construction hereof.


 


7.        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 correctness of the recitals
of fact contained herein, all of which recitals are made solely by the New
Guarantor.


 


2

















 


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


 


Dated:  October 30, 2003


 


 


	
   

  	
  B&G FOODS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert C. Cantwell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert C. Cantwell

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President
  Finance,

  
	
   

  	
   

  	
   

  	
    Chief Financial Officer and

  
	
   

  	
   

  	
   

  	
    Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ORTEGA HOLDINGS INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert C. Cantwell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert C. Cantwell

  
	
   

  	
   

  	
  Title:

  	
  Vice President -
  Finance, Treasurer

  
	
   

  	
   

  	
   

  	
    and Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TRAPPEY’S FINE FOODS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert C. Cantwell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert C. Cantwell

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President Finance

  
	
   

  	
   

  	
   

  	
    and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MAPLE GROVE FARMS OF
  VERMONT, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert C. Cantwell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert C. Cantwell

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President Finance

  
	
   

  	
   

  	
   

  	
    and Secretary

  
					



 


3

















 


	
   

  	
  HERITAGE ACQUISITION
  CORP.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert C. Cantwell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert C. Cantwell

  
	
   

  	
   

  	
  Title:

  	
  Vice President Finance,
  Treasurer

  
	
   

  	
   

  	
   

  	
    and Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WILLIAM UNDERWOOD
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert C. Cantwell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert C. Cantwell

  
	
   

  	
   

  	
  Title:

  	
  Vice President Finance,
  Treasurer

  
	
   

  	
   

  	
   

  	
    and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BGH HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert C. Cantwell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert C. Cantwell

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President Finance

  
	
   

  	
   

  	
   

  	
    and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BLOCH &
  GUGGENHEIMER, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert C. Cantwell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert C. Cantwell

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President Finance

  
	
   

  	
   

  	
   

  	
    and Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  POLANER, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert C. Cantwell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert C. Cantwell

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President Finance,

  
	
   

  	
   

  	
   

  	
    Chief Financial Officer and

  
	
   

  	
   

  	
   

  	
    Assistant Secretary

  
					



 


4

















 


	
   

  	
  LES PRODUITS ALIMENTAIRES

  
	
   

  	
  JACQUES ET FILS INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert C. Cantwell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert C. Cantwell

  
	
   

  	
   

  	
  Title:

  	
  Vice President Finance

  
	
   

  	
   

  	
   

  	
    and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  THE BANK OF NEW YORK

  	
   

  	
   

  	
   

  
	
    as Trustee

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Marie E. Trimboli

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
    Name: 
  Marie E. Trimboli

  	
   

  	
   

  	
   

  
	
   

  	
    Title: 
  Assistant Vice President

  	
   

  	
   

  	
   

  
							



 


5