exv4w3







Exhibit 4.3




 


TREEHOUSE FOODS, INC., as Issuer




THE GUARANTORS PARTY HERETO, as Guarantors



AND



WELLS FARGO BANK, NATIONAL ASSOCIATION,



as Trustee



 





7.750% SENIOR NOTES DUE 2018



THIRD SUPPLEMENTAL INDENTURE DATED AS OF



October 28, 2010



TO THE INDENTURE DATED AS OF



March 2, 2010



 


 









 





          This THIRD SUPPLEMENTAL INDENTURE, dated as of October 28, 2010 (this “Third 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 hereto, STSF Holdings, Inc., a Delaware corporation (“Holdings”) and S.T. Specialty Foods,
Inc., a Minnesota corporation (“Opco” and together with Holdings, the “Additional Guarantors”), 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 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 First Supplemental Indenture, dated as of March 2, 2010 (the “First Supplemental
Indenture”), and a Second Supplemental Indenture, dated as of March 2, 2010 (the “Second
Supplemental Indenture,” and together with the Base Indenture and the First Supplemental Indenture,
the “Indenture”), providing for the issuance of the Company’s 7.750% Notes due 2018 (the “Notes”);




          WHEREAS, Section 4.15 of the First Supplemental Indenture provides that if the Company
acquires or creates another Domestic Subsidiary, subject to certain exceptions, then the Company
shall cause such newly acquired or created Domestic Subsidiary to become a Guarantor, within 10
Business Days of the date on which it was acquired or created, in accordance with the terms of the
Indenture;




          WHEREAS, Section 9.01 of the First Supplemental Indenture provides that the Company, the
Guarantors and the Trustee may enter into an indenture supplemental to the Indenture, without the
consent of the Holders, to add any Person as a Guarantor of the Notes;




          WHEREAS, the Company, the Guarantors and the Additional Guarantors are entering into this
Supplemental Indenture to add the Additional Guarantors as Guarantors of the Notes;




          WHEREAS, the Indenture is incorporated herein by reference; and




          WHEREAS, all conditions necessary to authorize the execution and delivery of this Third
Supplemental Indenture and to make it a valid and binding obligation of the Company, the Guarantors
and the Additional Guarantors 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 Guarantors, the Additional Guarantors 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 Third Supplemental Indenture as a whole and not to any particular
Article, Section or other subdivision.







2









 








ARTICLE 2




AGREEMENT TO GUARANTEE



          SECTION 2.01 Agreement to Guarantee.




          The Additional Guarantors hereby agree to become a parties to the Indenture as Guarantors and
shall have all of the rights and be subject to all of the obligations and agreements of Guarantors
under the Indenture. The Additional Guarantors 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 Third 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 THIRD
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 Third 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.




          SECTION 3.04 Counterpart Originals.




          The parties may sign any number of copies of this Third Supplemental Indenture. Each signed
copy shall be an original, but all of them together shall represent the same agreement.




          SECTION 3.05 Table of Contents, Headings, Etc.




          The headings in this Third Supplemental Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Third Supplemental Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.








3









 








SIGNATURES




Dated as the date first written above.




	 	 	 	 	 
	 	COMPANY:

TREEHOUSE FOODS, INC.

 	 
	 	By:  	/s/ Dennis F. Riordan
 	 
	 	 	Name:  	Dennis F. Riordan 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 
	 
	 	GUARANTORS: 

BAY VALLEY FOODS, LLC
 	 
	 	 	 
	 	By:  	              /s/ Dennis F. Riordan
 	 
	 	 	Name:  	Dennis F. Riordan 	 
	 	 	Title:  	Senior Vice President and Treasurer 	 
	 
	 	EDS HOLDINGS, LLC

 	 
	 	By:  	/s/ Dennis F. Riordan
 	 
	 	 	Name:  	Dennis F. Riordan 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	STURM FOODS, INC.

 	 
	 	By:  	/s/ Dennis F. Riordan
 	 
	 	 	Name:  	Dennis F. Riordan 	 
	 	 	Title:  	Senior Vice President and Assistant Treasurer 	 
	 
	 	ADDITIONAL GUARANTORS: 

STSF HOLDINGS, INC.

 	 
	 	By:  	/s/ Dennis F. Riordan
 	 
	 	 	Name:  	Dennis F. Riordan 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	S.T. SPECIALTY FOODS, INC.
 	 
	 	 	 
	 	By:  	                 /s/ Dennis F. Riordan
 	 
	 	 	Name:  	Dennis F. Riordan 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	TRUSTEE: 

WELLS FARGO BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Gregory S. Clarke
 	 
	 	 	Name:  	Gregory S. Clarke 	 
	 	 	Title:  	Vice President 	 



4









 






	 	 	 	 	 



SCHEDULE I




SUBSIDIARY GUARANTORS



	 	 	 

	SUBSIDIARY

	 	STATE OF ORGANIZATION
	Bay Valley Foods, LLC

	 	Delaware
	EDS Holdings LLC

	 	Delaware
	Sturm Foods, Inc.

	 	Wisconsin
	STSF Holdings, Inc.

	 	Delaware
	S.T. Specialty Foods, Inc.

	 	Minnesota






5