Exhibit 4.2
SUPPLEMENTAL INDENTURE (this "Supplemental
"Indenture") dated as of March 19, 2004 among AURORA
FOODS INC., a Delaware corporation ("Aurora"); SEA
COAST FOODS, INC., a Washington corporation (the "New
Guarantor") and a subsidiary of Aurora; PINNACLE
FOODS HOLDING CORPORATION, a Delaware corporation
(the "Company"); PINNACLE FOODS CORPORATION, a
Delaware corporation, PF SALES, LLC, a Delaware
limited liability company, PF DISTRIBUTION, LLC, a
Delaware limited liability company, PINNACLE FOODS
BRANDS CORPORATION, a Delaware corporation, PF
STANDARDS CORPORATION, a New Jersey corporation,
PINNACLE FOODS MANAGEMENT CORPORATION, a Connecticut
corporation, and PF SALES (N. CENTRAL REGION) CORP.,
a Delaware corporation (together, the "Existing
Guarantors" and, together with the New Guarantor, the
"Note Guarantors"); and WILMINGTON TRUST COMPANY, a
Delaware banking corporation, as trustee under the
indenture referred to below (the "Trustee").
W I T N E S S E T H :
WHEREAS the Company and the Existing Guarantors have heretofore
executed and delivered to the Trustee an Indenture (the "Indenture") dated as of
November 25, 2003, providing for the issuance of an unlimited amount of 8-1/4%
Senior Subordinated Notes due 2013 (the "Securities");
WHEREAS, pursuant to an agreement and plan of reorganization and
merger dated as of November 25, 2003, as amended as of January 8, 2004, the
Company is merging with and into Aurora on even date herewith, with Aurora
continuing as the surviving corporation;
WHEREAS a condition to the release of the escrow property described
in the escrow agreement between the Company and the Trustee dated as of February
20, 2004, is Aurora's assumption of all obligations under the Indenture;
WHEREAS Section 4.11 of the Indenture provides that under certain
circumstances the Company is required to cause the New Guarantor to execute and
deliver to the Trustee a supplemental indenture pursuant to which the New
Guarantor shall unconditionally guarantee all the Company's obligations under
the Securities pursuant to a Guarantee on the terms and conditions set forth
herein;
WHEREAS Section 9.01(a)(iv) of the Indenture provides that the
Company, the Note Guarantors and the Trustee may amend the Indenture to make any
change that would provide any additional rights or benefits to holders of
Securities or that does not adversely affect the legal rights under the
Indenture of any such holder; and
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WHEREAS, pursuant to Section 11.07 of the Indenture, the Trustee,
the Company and the Existing Guarantors are 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, Aurora,
the New Guarantor, the Company, the Existing Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the holders of the
Securities as follows:
1. Assumption of Obligations. Aurora hereby assumes all the
Company's obligations under the Indenture.
2. Agreement to Guarantee. The New Guarantor hereby agrees, jointly
and severally with all the Existing Guarantors, to unconditionally guarantee the
obligations of the Company and Aurora under the Securities on the terms and
subject to the conditions set forth in Articles XI and XII of the Indenture and
to be bound by all other applicable provisions of the Indenture and the
Securities.
3. Amendment of Section 5.01. Section 5.01 of the Indenture is
amended by adding the following provisions:
(e) A Note Guarantor may not directly or indirectly, (x) consolidate or
merge with or into another Person (whether or not such Note Guarantor is the
surviving Person) or (y) sell, assign, transfer, convey or otherwise dispose of
all or substantially all of its properties or assets unless, in the case of
clauses (x) and (y) above:
(i) immediately after giving effect to such transaction, no Default
or Event of Default exists; and
(ii) either:
(A) the Person acquiring the property in any such sale or
disposition of the Person formed by or surviving any such
consolidation or merger, if other than such Note Guarantor, assumes
all the obligations of that Note Guarantor under this Indenture, its
Guarantee and the Registration Agreement pursuant to a supplemental
indenture satisfactory to the Trustee and completes all other
required documentation; or
(B) in the case of a sale or disposition constituting an Asset
Sale, the Net Proceeds of such sale or other disposition are applied
in accordance with Section 4.06.
(f) Notwithstanding Section 5.01(e), a Restricted Subsidiary may
consolidate with, merge into or transfer all or part of its assets and
properties to the Company or a Subsidiary of the Company that is a Note
Guarantor.
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4. Ratification of Indenture; Supplemental Indenture Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby.
5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT 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.
6. Trustee Makes No Representation. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental Indenture.
7. 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.
8. Effect of Headings. The Section headings herein are for
convenience only and shall not effect the construction thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
AURORA FOODS INC.
By: /s/ M. Xxxxxx Xxxxx
-------------------------------------
Name: M. Xxxxxx Xxxxx
Title: Senior Vice President
SEA COAST FOODS, INC.
By: /s/ M. Xxxxxx Xxxxx
-------------------------------------
Name: M. Xxxxxx Xxxxx
Title: Senior Vice President
PINNACLE FOODS HOLDING CORPORATION
By: /s/ M. Xxxxxx Xxxxx
-------------------------------------
Name: M. Xxxxxx Xxxxx
Title: Senior Vice President
PINNACLE FOODS CORPORATION,
PF SALES, LLC,
PF DISTRIBUTION, LLC,
PINNACLE FOODS BRANDS CORPORATION,
PF STANDARDS CORPORATION,
PINNACLE FOODS MANAGEMENT CORPORATION and
PF SALES (N. CENTRAL REGION) CORP.,
as Note Guarantors
By: /s/ M. Xxxxxx Xxxxx
-------------------------------------
Name: M. Xxxxxx Xxxxx
Title: Senior Vice President
WILMINGTON TRUST COMPANY, as Trustee
By: /s/ Xxxx St. Xxxxx
-------------------------------------
Name: Xxxx St. Amand
Title: Assistant Vice President
