B&G Foods, Inc.

Current report (Form 8-K) · Jun 10, 2026 · Multiple disclosures including restructuring or layoffs and leadership change

Ticker

BGS

Documents

Primary topic

Restructuring or layoffs

Filed

Jun 10, 2026

Overview Analysis Documents(9)Full text Exhibits(2)

EX-99.1 · EXHIBIT 99.1 - PRESS RELEASE DATED JUNE 10, 2026

Type

EX-99.1

File

tm2617391d1_ex99-1.htm

Document text
EX-99.1 · EXHIBIT 99.1 - PRESS RELEASE DATED JUNE 10, 2026 EX-99.1 3 tm2617391d1_ex99-1.htm EXHIBIT 99.1 - PRESS RELEASE DATED JUNE 10, 2026 Exhibit 99.1 B&G Foods Closes $475 Million Private Offering of Senior Notes due 2031 PARSIPPANY, N.J., June 10, 2026 — B&G Foods, Inc. (NYSE: BGS) announced today that it has completed its previously announced offering of $475.0 million aggregate principal amount of 11.00% senior notes due 2031 in a transaction exempt from registration under the Securities Act of 1933, as amended. The senior notes are guaranteed on a senior unsecured basis by certain domestic subsidiaries of B&G Foods. B&G Foods intends to use the net proceeds of the offering, together with borrowings under its revolving credit facility and cash on hand, to redeem all $509.3 million aggregate principal amount of B&G Foods’ outstanding 5.25% senior notes due 2027 and pay related fees and expenses. The senior notes and related guarantees were offered only to persons reasonably believed to be qualified institutional buyers in reliance on an exemption from registration pursuant to Rule 144A under the Securities Act, and to certain non-U.S. persons in transactions outside of the United States in reliance on Regulation S under the Securities Act. The senior notes and the related guarantees have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction. Accordingly, the senior notes and the related guarantees may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable securities laws of any state or other jurisdiction. This press release does not constitute a redemption notice with respect to the 5.25% senior notes due 2027 and shall not constitute an offer to sell or the solicitation of an offer to buy the senior notes and the related guarantees, nor shall there be any sale of the senior notes and the related guarantees in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. About B&G Foods, Inc. Based in Parsippany, New Jersey, B&G Foods and its subsidiaries manufacture, sell and distribute high-quality, branded shelf-stable and frozen foods across the United States, Canada and Puerto Rico. With B&G Foods’ diverse portfolio of more than 50 brands you know and love, including B&G , B&M , Bear Creek , College Inn , Cream of Wheat , Crisco , Dash, Green Giant , Kitchen Basics , Las Palmas , Mama Mary’s , Maple Grove Farms , New York Style , Ortega , Polaner , Spice Islands and Victoria , there’s a little something for everyone. Forward-Looking Statements Statements in this press release that are not statements of historical or current fact constitute “forward-looking statements.” The forward-looking statements contained in this press release include, without limitation, statements related to B&G Foods’ intended use of proceeds of the senior notes due 2031 offering, including the redemption of all of the 5.25% senior notes due 2027. Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the actual results of B&G Foods to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms “believes,” “belief,” “expects,” “projects,” “intends,” “anticipates,” “assumes,” “could,” “should,” “estimates,” “potential,” “seek,” “predict,” “may,” “will” or “plans” and similar references to future periods to be uncertain and forward-looking. Factors that may affect actual results include, without limitation: B&G Foods’ substantial leverage, which may impact B&G Foods’ ability, among other things, to fund capital expenditures, working capital needs, dividend payments and acquisitions, and to obtain refinancing or additional financing; B&G Foods’ ability to comply with the ratios or tests under its long-term debt agreements, including the maximum consolidated leverage ratio and minimum consolidated interest coverage ratio under its credit agreement, which may be affected not only by B&G Foods’ operating performance but also by events beyond B&G Foods’ control, including prevailing economic, financial and industry conditions, and changes in interest rates; the effects of international trade disputes, tariffs, quotas, and other import or export restrictions on B&G Foods’ procurement, sales and operations (including recent U.S. tariffs imposed or threatened to be imposed on China, Canada and Mexico and other countries and retaliatory actions taken or threatened to be taken by such countries); the effects of rising costs for and/or decreases in supply of B&G Foods’ commodities, ingredients, packaging, other raw materials, distribution and labor; crude oil prices and their impact on distribution, packaging and energy costs; B&G Foods’ ability to successfully implement sales price increases and cost saving measures to offset any cost increases; intense competition, changes in consumer preferences, demand for B&G Foods’ products and local economic and market conditions; B&G Foods’ continued ability to promote brand equity successfully, to anticipate and respond to new consumer trends, to develop new products and markets, to broaden brand portfolios in order to compete effectively with lower priced products and in markets that are consolidating at the retail and manufacturing levels and to improve productivity; the ability of B&G Foods and its supply chain partners to continue to operate manufacturing facilities, distribution centers and other work locations without material disruption, and to procure ingredients, packaging and other raw materials when needed despite disruptions in the supply chain or labor shortages; the impact pandemics or disease outbreaks, may have on B&G Foods’ business, including among other things, B&G Foods’ supply chain, manufacturing operations or workforce and customer and consumer demand for B&G Foods’ products; B&G Foods’ ability to recruit and retain senior management and a highly skilled and diverse workforce at B&G Foods’ corporate offices, manufacturing facilities and other work locations despite a very tight labor market and changing employee expectations as to fair compensation, an inclusive and diverse workplace, flexible working and other matters; the risks associated with the possible expansion of B&G Foods’ business through acquisitions or reduction in size through divestitures; B&G Foods’ possible inability to successfully complete divestitures of non-core businesses, including the pending divestiture of B&G Foods’ Green Giant and Le Sieur frozen and shelf-stable business in Canada, to sharpen its focus, improve margins, reduce costs and reduce its long-term debt, and, if completed, B&G Foods’ possible inability to achieve the expected margin improvements, cost savings and debt reduction; B&G Foods’ possible inability to identify new acquisitions or to integrate recent or future acquisitions or B&G Foods’ failure to realize anticipated revenue enhancements, cost savings or other synergies from recent or future acquisitions, including the College Inn and Kitchen Basics acquisition; B&G Foods’ ability to successfully complete the integration of recent or future acquisitions into B&G Foods’ enterprise resource planning (ERP) system; tax reform and legislation, including the effects of the U.S. Tax Cuts and Jobs Act and the One Big Beautiful Bill Act, and any future tax reform or legislation; B&G Foods’ ability to access the credit markets and B&G Foods’ borrowing costs and credit ratings, which may be influenced by credit markets generally and the credit ratings of B&G Foods’ competitors; unanticipated expenses, including, without limitation, litigation or legal settlement expenses; the effects of currency movements of the Canadian dollar and the Mexican peso as compared to the U.S. dollar; future impairments of B&G Foods’ goodwill, other intangible assets, and tangible assets, such as property, plant, equipment or inventory, which impairments may be triggered if operating results for any of B&G Foods’ brands deteriorate at rates in excess of its current projections, B&G Foods’ market capitalization declines or discount rates change, even if due to macroeconomic factors, or may be triggered by divestitures, if divestiture proceeds are less than the book value of the assets being divested; B&G Foods’ ability to protect information systems against, or effectively respond to, a cybersecurity incident, other disruption or data leak; B&G Foods’ ability to successfully implement B&G Foods’ sustainability initiatives and achieve B&G Foods’ sustainability goals, and changes to environmental laws and regulations; B&G Foods’ ability to successfully adopt and utilize new technologies, such as artificial intelligence, including machine learning and generative artificial intelligence; and other factors that affect the food industry generally, including: recalls if products become adulterated or misbranded, liability if product consumption causes injury, ingredient disclosure and labeling laws and regulations and the possibility that consumers could lose confidence in the safety and quality of certain food products; competitors’ pricing practices and promotional spending levels; fluctuations in the level of B&G Foods’ customers’ inventories and credit and other business risks related to B&G Foods’ customers operating in a challenging economic and competitive environment; and the risks associated with third-party suppliers and co-packers, including the risk that any failure by one or more of B&G Foods’ third-party suppliers or co-packers to comply with food safety or other laws and regulations may disrupt B&G Foods’ supply of raw materials or certain finished goods products or injure B&G Foods’ reputation. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in B&G Foods’ filings with the Securities and Exchange Commission, including under Item 1A, “Risk Factors” in B&G Foods’ most recent Annual Report on Form 10-K and in its subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. B&G Foods undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Contacts: Investor Relations: Media Relations: ICR, Inc. ICR, Inc. Anna Kate Heller Matt Lindberg bgfoodsIR@icrinc.com matthew.lindberg@icrinc.com

Document text

EX-99.1 · EXHIBIT 99.1 - PRESS RELEASE DATED JUNE 10, 2026

EX-99.1
 3
 tm2617391d1_ex99-1.htm
 EXHIBIT 99.1 - PRESS RELEASE DATED JUNE 10, 2026

 Exhibit 99.1

 B&G Foods Closes $475 Million Private Offering of Senior Notes
due 2031

 PARSIPPANY, N.J., June 10, 2026 &mdash; B&G Foods, Inc.
(NYSE: BGS) announced today that it has completed its previously announced offering of $475.0 million aggregate principal amount of 11.00% senior
notes due 2031 in a transaction exempt from registration under the Securities Act of 1933, as amended. The senior notes are guaranteed
on a senior unsecured basis by certain domestic subsidiaries of B&G Foods.

 B&G Foods intends to use the net proceeds of the offering, together
with borrowings under its revolving credit facility and cash on hand, to redeem all $509.3 million aggregate principal amount of B&G Foods&rsquo;
outstanding 5.25% senior notes due 2027 and pay related fees and expenses.

 The senior notes and related guarantees were offered only to persons
reasonably believed to be qualified institutional buyers in reliance on an exemption from registration pursuant to Rule 144A under
the Securities Act, and to certain non-U.S. persons in transactions outside of the United States in reliance on Regulation S under the
Securities Act. The senior notes and the related guarantees have not been and will not be registered under the Securities Act, any state
securities laws or the securities laws of any other jurisdiction. Accordingly, the senior notes and the related guarantees may not be
offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities
Act and any applicable securities laws of any state or other jurisdiction.

 This press release does not constitute a redemption notice with respect
to the 5.25% senior notes due 2027 and shall not constitute an offer to sell or the solicitation of an offer to buy the senior notes and
the related guarantees, nor shall there be any sale of the senior notes and the related guarantees in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state
or jurisdiction.

 About B&G Foods, Inc.

 Based in Parsippany, New Jersey, B&G Foods and its subsidiaries
manufacture, sell and distribute high-quality, branded shelf-stable and frozen foods across the United States, Canada and Puerto Rico.
With B&G Foods&rsquo; diverse portfolio of more than 50 brands you know and love, including B&G , B&M , Bear Creek ,
 College Inn , Cream of Wheat , Crisco , Dash, Green Giant , Kitchen Basics ,
 Las Palmas , Mama Mary&rsquo;s , Maple Grove Farms , New York Style , Ortega ,
 Polaner , Spice Islands and Victoria , there&rsquo;s a little something for everyone.

 Forward-Looking Statements

 Statements in this press release that are not statements of historical
or current fact constitute &ldquo;forward-looking statements.&rdquo; The forward-looking statements contained in this press release include,
without limitation, statements related to B&G Foods&rsquo; intended use of proceeds of the senior notes due 2031 offering, including
the redemption of all of the 5.25% senior notes due 2027. Such forward-looking statements involve known and unknown risks, uncertainties
and other unknown factors that could cause the actual results of B&G Foods to be materially different from the historical results
or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe
such risks and uncertainties, readers are urged to consider statements labeled with the terms &ldquo;believes,&rdquo; &ldquo;belief,&rdquo;
 &ldquo;expects,&rdquo; &ldquo;projects,&rdquo; &ldquo;intends,&rdquo; &ldquo;anticipates,&rdquo; &ldquo;assumes,&rdquo; &ldquo;could,&rdquo;
 &ldquo;should,&rdquo; &ldquo;estimates,&rdquo; &ldquo;potential,&rdquo; &ldquo;seek,&rdquo; &ldquo;predict,&rdquo; &ldquo;may,&rdquo;
 &ldquo;will&rdquo; or &ldquo;plans&rdquo; and similar references to future periods to be uncertain and forward-looking. Factors that may
affect actual results include, without limitation: B&G Foods&rsquo; substantial leverage, which may impact B&G Foods&rsquo;
ability, among other things, to fund capital expenditures, working capital needs, dividend payments and acquisitions, and to obtain refinancing
or additional financing; B&G Foods&rsquo; ability to comply with the ratios or tests under its long-term debt agreements, including
the maximum consolidated leverage ratio and minimum consolidated interest coverage ratio under its credit agreement, which may be affected
not only by B&G Foods&rsquo; operating performance but also by events beyond B&G Foods&rsquo; control, including prevailing
economic, financial and industry conditions, and changes in interest rates; the effects of international trade disputes, tariffs, quotas,
and other import or export restrictions on B&G Foods&rsquo; procurement, sales and operations (including recent U.S. tariffs imposed
or threatened to be imposed on China, Canada and Mexico and other countries and retaliatory actions taken or threatened to be taken by
such countries); the effects of rising costs for and/or decreases in supply of B&G Foods&rsquo; commodities, ingredients, packaging,
other raw materials, distribution and labor; crude oil prices and their impact on distribution, packaging and energy costs; B&G Foods&rsquo;
ability to successfully implement sales price increases and cost saving measures to offset any cost increases; intense competition, changes
in consumer preferences, demand for B&G Foods&rsquo; products and local economic and market conditions; B&G Foods&rsquo; continued
ability to promote brand equity successfully, to anticipate and respond to new consumer trends, to develop new products and markets, to
broaden brand portfolios in order to compete effectively with lower priced products and in markets that are consolidating at the retail
and manufacturing levels and to improve productivity; the ability of B&G Foods and its supply chain partners to continue to operate
manufacturing facilities, distribution centers and other work locations without material disruption, and to procure ingredients, packaging
and other raw materials when needed despite disruptions in the supply chain or labor shortages; the impact pandemics or disease outbreaks,
may have on B&G Foods&rsquo; business, including among other things, B&G Foods&rsquo; supply chain, manufacturing operations or
workforce and customer and consumer demand for B&G Foods&rsquo; products; B&G Foods&rsquo; ability to recruit and retain senior
management and a highly skilled and diverse workforce at B&G Foods&rsquo; corporate offices, manufacturing facilities and other work
locations despite a very tight labor market and changing employee expectations as to fair compensation, an inclusive and diverse workplace,
flexible working and other matters; the risks associated with the possible expansion of B&G Foods&rsquo; business through acquisitions
or reduction in size through divestitures; B&G Foods&rsquo; possible inability to successfully complete divestitures of non-core businesses,
including the pending divestiture of B&G Foods&rsquo; Green Giant and Le Sieur frozen and shelf-stable business in
Canada, to sharpen its focus, improve margins, reduce costs and reduce its long-term debt, and, if completed, B&G Foods&rsquo; possible
inability to achieve the expected margin improvements, cost savings and debt reduction; B&G Foods&rsquo; possible inability to identify
new acquisitions or to integrate recent or future acquisitions or B&G Foods&rsquo; failure to realize anticipated revenue enhancements,
cost savings or other synergies from recent or future acquisitions, including the College Inn and Kitchen Basics acquisition;
B&G Foods&rsquo; ability to successfully complete the integration of recent or future acquisitions into B&G Foods&rsquo; enterprise
resource planning (ERP) system; tax reform and legislation, including the effects of the U.S. Tax Cuts and Jobs Act and the One Big Beautiful
Bill Act, and any future tax reform or legislation; B&G Foods&rsquo; ability to access the credit markets and B&G Foods&rsquo;
borrowing costs and credit ratings, which may be influenced by credit markets generally and the credit ratings of B&G Foods&rsquo;
competitors; unanticipated expenses, including, without limitation, litigation or legal settlement expenses; the effects of currency movements
of the Canadian dollar and the Mexican peso as compared to the U.S. dollar; future impairments of B&G Foods&rsquo; goodwill, other
intangible assets, and tangible assets, such as property, plant, equipment or inventory, which impairments may be triggered if operating
results for any of B&G Foods&rsquo; brands deteriorate at rates in excess of its current projections, B&G Foods&rsquo; market
capitalization declines or discount rates change, even if due to macroeconomic factors, or may be triggered by divestitures, if divestiture
proceeds are less than the book value of the assets being divested; B&G Foods&rsquo; ability to protect information systems against,
or effectively respond to, a cybersecurity incident, other disruption or data leak; B&G Foods&rsquo; ability to successfully implement
B&G Foods&rsquo; sustainability initiatives and achieve B&G Foods&rsquo; sustainability goals, and changes to environmental laws
and regulations; B&G Foods&rsquo; ability to successfully adopt and utilize new technologies, such as artificial intelligence, including
machine learning and generative artificial intelligence; and other factors that affect the food industry generally, including: recalls
if products become adulterated or misbranded, liability if product consumption causes injury, ingredient disclosure and labeling laws
and regulations and the possibility that consumers could lose confidence in the safety and quality of certain food products; competitors&rsquo;
pricing practices and promotional spending levels; fluctuations in the level of B&G Foods&rsquo; customers&rsquo; inventories and
credit and other business risks related to B&G Foods&rsquo; customers operating in a challenging economic and competitive environment;
and the risks associated with third-party suppliers and co-packers, including the risk that any failure by one or more of B&G Foods&rsquo;
third-party suppliers or co-packers to comply with food safety or other laws and regulations may disrupt B&G Foods&rsquo; supply of
raw materials or certain finished goods products or injure B&G Foods&rsquo; reputation. The forward-looking statements contained
herein are also subject generally to other risks and uncertainties that are described from time to time in B&G Foods&rsquo; filings
with the Securities and Exchange Commission, including under Item 1A, &ldquo;Risk Factors&rdquo; in B&G Foods&rsquo; most recent Annual
Report on Form 10-K and in its subsequent reports on Forms 10-Q and 8-K. Investors are cautioned not to place undue reliance on any
such forward-looking statements, which speak only as of the date they are made. B&G Foods undertakes no obligation to publicly update
or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

 Contacts:

 Investor Relations:
 Media Relations:

 ICR, Inc.
 ICR, Inc.

 Anna Kate Heller
 Matt Lindberg

 bgfoodsIR@icrinc.com
 matthew.lindberg@icrinc.com

EX-4.1 · EXHIBIT 4.1 - INDENTURE DATED AS OF JUNE 10, 2026

Type

EX-4.1

File

tm2617391d1_ex4-1.htm

Document text
EX-4.1 · EXHIBIT 4.1 - INDENTURE DATED AS OF JUNE 10, 2026 EX-4.1 2 tm2617391d1_ex4-1.htm EXHIBIT 4.1 - INDENTURE DATED AS OF JUNE 10, 2026   Exhibit 4.1   Execution Version         B&G FOODS, INC.   and each of the Guarantors PARTY HERETO   11.00% SENIOR NOTES DUE 2031       INDENTURE   Dated as of June 10, 2026       The Bank of New York Mellon Trust Company, N.A.   Trustee                 TABLE OF CONTENTS   Page   ARTICLE 1 DEFINITIONS   Section 1.01 Definitions 1 Section 1.02 Other Definitions 25 Section 1.03 Rules of Construction 26   ARTICLE 2 THE NOTES   Section 2.01 Form and Dating 28 Section 2.02 Execution and Authentication 29 Section 2.03 Registrar and Paying Agent 30 Section 2.04 Paying Agent to Hold Money in Trust 30 Section 2.05 Holder Lists 30 Section 2.06 Transfer and Exchange 31 Section 2.07 Replacement Notes 33 Section 2.08 Outstanding Notes 33 Section 2.09 Treasury Notes 34 Section 2.10 Temporary Notes 34 Section 2.11 Cancellation 34 Section 2.12 Defaulted Interest 34 Section 2.13 CUSIP Numbers 35 Section 2.14 Special Transfer Provisions 35 Section 2.15 Issuance of Additional Notes 36   ARTICLE 3 REDEMPTION AND PREPAYMENT   Section 3.01 Notices to Trustee 37 Section 3.02 Selection of Notes to Be Redeemed or Purchased 37 Section 3.03 Notice of Redemption 37 Section 3.04 Effect of Notice of Redemption 38 Section 3.05 Deposit of Redemption or Purchase Price 38 Section 3.06 Notes Redeemed or Purchased in Part 39 Section 3.07 Optional Redemption 39 Section 3.08 Mandatory Redemption 40 Section 3.09 Offer to Purchase by Application of Excess Proceeds 40   ARTICLE 4 COVENANTS   Section 4.01 Payment of Notes 42 Section 4.02 Maintenance of Office or Agency 42 Section 4.03 Reports 43 Section 4.04 Compliance Certificate 45 Section 4.05 [Reserved] 45 Section 4.06 [Reserved] 45 Section 4.07 Restricted Payments 45 Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries 48 Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock 50   i     Section 4.10 Asset Sales 54 Section 4.11 Transactions with Affiliates 56 Section 4.12 Liens 57 Section 4.13 Business Activities 58 Section 4.14 [Reserved] 58 Section 4.15 Offer to Repurchase Upon Change of Control 58 Section 4.16 [Reserved] 59 Section 4.17 Limitation on Sale and Leaseback Transactions 59 Section 4.18 [Reserved] 59 Section 4.19 Additional Note Guarantees 59 Section 4.20 Designation of Restricted and Unrestricted Subsidiaries 59 Section 4.21 Effectiveness of Covenants 60   ARTICLE 5 SUCCESSORS   Section 5.01 Merger, Consolidation, or Sale of Assets 61 Section 5.02 Successor Corporation Substituted 62   ARTICLE 6 DEFAULTS AND REMEDIES   Section 6.01 Events of Default 63 Section 6.02 Acceleration 66 Section 6.03 Other Remedies 66 Section 6.04 Waiver of Past Defaults 66 Section 6.05 Control by Majority 66 Section 6.06 Limitation on Suits 66 Section 6.07 Rights of Holders to Receive Payment 67 Section 6.08 Collection Suit by Trustee 67 Section 6.09 Trustee May File Proofs of Claim 67 Section 6.10 Priorities 68 Section 6.11 Undertaking for Costs 68   ARTICLE 7 TRUSTEE   Section 7.01 Duties of Trustee 69 Section 7.02 Rights of Trustee 70 Section 7.03 Individual Rights of Trustee 70 Section 7.04 Trustee’s Disclaimer 71 Section 7.05 Notice of Defaults 71 Section 7.06 [Reserved] 71 Section 7.07 Compensation and Indemnity 71 Section 7.08 Replacement of Trustee 72 Section 7.09 Successor Trustee by Merger, etc. 73 Section 7.10 Eligibility; Disqualification 73 Section 7.11 [Reserved] 73   ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE   Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance 73 Section 8.02 Legal Defeasance and Discharge 73 Section 8.03 Covenant Defeasance 74   ii     Section 8.04 Conditions to Legal or Covenant Defeasance 74 Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions 75 Section 8.06 Repayment to Company 76 Section 8.07 Reinstatement 76   ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER   Section 9.01 Without Consent of Holders 76 Section 9.02 With Consent of Holders 77 Section 9.03 [Reserved] 79 Section 9.04 Revocation and Effect of Consents 79 Section 9.05 Notation on or Exchange of Notes 79 Section 9.06 Trustee to Sign Amendments, etc. 79   ARTICLE 10 [Reserved]   ARTICLE 11 NOTE GUARANTEES   Section 11.01 Guarantee 79 Section 11.02 Limitation on Guarantor Liability 80 Section 11.03 Execution and Delivery of Note Guarantee 81 Section 11.04 Guarantors May Consolidate, etc., on Certain Terms 81 Section 11.05 Releases 82   ARTICLE 12 Satisfaction and Discharge   Section 12.01 Satisfaction and Discharge 83 Section 12.02 Application of Trust Money 84   ARTICLE 13 MISCELLANEOUS   Section 13.01 [Reserved] 84 Section 13.02 Notices 85 Section 13.03 [Reserved] 86 Section 13.04 Certificate and Opinion as to Conditions Precedent 86 Section 13.05 Statements Required in Certificate or Opinion 87 Section 13.06 Rules by Trustee and Agents 87 Section 13.07 No Personal Liability of Directors, Officers, Employees, Affiliates and Stockholders 87 Section 13.08 Governing Law 87 Section 13.09 No Adverse Interpretation of Other Agreements 87 Section 13.10 Successors 87 Section 13.11 Severability 88 Section 13.12 Counterpart Originals 88 Section 13.13 Table of Contents, Headings, etc. 88 Section 13.14 Waiver of Jury Trial 88 Section 13.15 Force Majeure 88 Section 13.16 Consent to Jurisdiction 88 Section 13.17 Foreign Account Tax Compliance Act (FATCA) 89   iii     EXHIBITS   Exhibit A FORM OF NOTE Exhibit B FORM OF NOTATION OF GUARANTEE Exhibit C FORM OF SUPPLEMENTAL INDENTURE Exhibit D FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A Exhibit E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S   iv     INDENTURE dated June 10, 2026 among B&G Foods, Inc., a Delaware corporation (the “ Company ”), the Guarantors (as defined) and The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States of America, as trustee (the “ Trustee ”).   WHEREAS, the Company has duly authorized the issuance of $475,000,000 aggregate principal amount of its 11.00% Senior Notes due 2031 on the Issue Date (the “ Initial Notes ”). The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the Notes (as defined below).   ARTICLE 1 DEFINITIONS   Section 1.01            Definitions.   “ 2027 Notes ” means B&G Foods 5.25% Senior Notes due 2027.   “ 2027 Notes Indenture ” means the indenture relating to the 2027 Notes dated September 26, 2019, as amended or supplemented from time to time.   “ 2028 Notes ” means B&G Foods 8.00% Senior Secured Notes due 2028.   “ 2028 Notes Indenture ” means the indenture relating to the 2028 Notes dated September 26, 2023, as amended or supplemented from time to time.   “ Acquired Debt ” means, with respect to any specified Person:   (1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and   (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person,   provided that the amount of Acquired Debt only at the time so acquired will include the accreted value together with any interest thereon that is more than 30 days past due; provided, further, that Indebtedness of such other Person that is redeemed, defeased, retired or otherwise repaid at the time, or immediately upon consummation, of the transaction by which such other Person is merged with or into or became a Restricted Subsidiary of such Person will not be Acquired Debt.   “ Additional Notes ” means Notes (other than the Initial Notes) issued under this Indenture in accordance with Sections 2.02 and 2.15 hereof, as part of the same series as the Initial Notes.   “ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “ controlling, ” “ controlled by ” and “ under common control with ” have correlative meanings. 1     “ Agent ” means any Registrar, co-registrar, Paying Agent or additional paying agent.   “ Applicable Premium ” means, with respect to any Notes on any redemption date, the greater of:   (1) 1.0% of the principal amount of the Notes; or   (2) the excess of:   (a)            the present value at such redemption date of (i) the redemption price of the Notes at June 15, 2028, (such redemption price being set forth in the table in Section 3.07 hereof) plus (ii) all required interest payments due on the Notes through June 15, 2028, (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over   (b)            the principal amount of the Notes.   “ Applicable Procedures ” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.   “ Asset Sale ” means:   (1) the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by Section 4.15 hereof and/or Section 5.01 hereof and not Section 4.10 hereof; and   (2) the issuance or sale of Equity Interests in any of the Company’s Restricted Subsidiaries (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary).   Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:   (1)            any single transaction or series of related transactions that involves (a) assets having a Fair Market Value of less than $5.0 million or (b) Net Proceeds of less than $5.0 million;   (2)            a transfer of assets between or among the Company and its Restricted Subsidiaries;   (3)            an issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to a Restricted Subsidiary of the Company;   (4)            the sale, lease, conveyance or other disposition of products, services, inventory, equipment or accounts receivable in the ordinary course of business, including any sale or other disposition of damaged, worn-out, obsolete, negligible or surplus assets in the ordinary course of business;   (5)            the sale or other disposition of cash or Cash Equivalents;   (6)            the surrender or waiver of contract rights, the settlement, release or surrender of contract, tort or other litigation claims in the ordinary course of business, and the granting of (or permitted realization of) Liens not prohibited by this Indenture;   (7)            a Restricted Payment that complies with Section 4.07 hereof or a Permitted Investment;   2     (8)            sales or grants of licenses or sublicenses of Intellectual Property, and licenses, leases or subleases of other assets, of the Company or any of its Restricted Subsidiaries to the extent not materially interfering with the business of the Company and its Restricted Subsidiaries;   (9)            any exchange of like-kind property pursuant to Section 1031 of the Code that is used or useful in a Permitted Business;   (10)          the abandonment of Intellectual Property rights in the ordinary course of business, which in the reasonable good faith determination of the Company or any of its Restricted Subsidiaries are not material to the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole;   (11)          foreclosures, condemnation or any similar action on assets or the granting of a Lien that is permitted under Section 4.12 hereof;   (12)          any liquidation or dissolution of a Restricted Subsidiary, provided that such Restricted Subsidiary’s direct parent is also either the Company or a Restricted Subsidiary of the Company and immediately becomes the owner of such Restricted Subsidiary’s assets;   (13)          any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;   (14)          any financing transaction with respect to real property constructed, acquired, replaced, repaired or improved (including any reconstruction, refurbishment, renovation and/or development of real property) by the Company or any Restricted Subsidiary after the date of this Indenture, including sale and lease-back transactions permitted by this Indenture; and   (15)          sales, transfers and other dispositions of Investments in joint ventures to the extent required by customary buy/sell arrangements between the joint venture parties as set forth in joint venture agreements.   “ Attributable Debt ” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided, however , that if such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.”   “ Bankruptcy Law ” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.   “ Beneficial Owner ” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.   3     “ Board of Directors ” means:   (1)            with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;   (2)            with respect to a partnership, the board of directors of the general partner of the partnership;   (3)            with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and   (4)            with respect to any other Person, the board or committee of such Person serving a similar function.   “ Business Day ” means any day other than a Legal Holiday.   “ Capital Lease Obligation ” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty. Capital Lease Obligation shall exclude all operating lease and non-finance lease liabilities that are required to be capitalized and reflected as liabilities in the balance sheet in accordance with GAAP.   “ Capital Stock ” means:   (1)            in the case of a corporation, corporate stock;   (2)            in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;   (3)            in the case of a partnership or limited liability company, partnership interests or membership interests (whether general or limited); and   (4)            any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.   “ Cash Equivalents ” means:   (1)            United States dollars and Canadian dollars;   (2)            securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government ( provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than one year from the date of acquisition;   (3)            certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;   4     (4)            repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;   (5)            commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within one year after the date of acquisition;   (6)            money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition; and   (7)            readily marketable direct obligations issued by any State of the United States of America or any political subdivision thereof having maturities of not more than one year from the date of acquisition and having one of the two highest rating categories obtainable from either Moody’s or S&P.   “ Certificated Note ” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.   “ Change of Control ” means the occurrence of any of the following:   (1)            the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than a Restricted Subsidiary;   (2)            the adoption of a plan relating to the liquidation or dissolution of the Company; or   (3)            the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person” (as defined above) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company, measured by voting power rather than number of shares.   “ Clearstream ” means Clearstream Banking, S.A.   “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.   “ Company ” means B&G Foods, Inc. and any and all successors thereto.   “ Consolidated EBITDA ” means with respect to any specified Person for any period, Consolidated Net Income of such Person and its Restricted Subsidiaries for such period plus, without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) consolidated interest expense of such Person and its Restricted Subsidiaries, amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness, (c) depreciation and amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (e) any extraordinary, unusual or non-recurring expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, losses on sales of assets outside of the ordinary course of business), (f) the amount of any non-cash compensation deduction as the result of any potential grant of Capital Stock or other Equity Interests to employees, officers, directors or consultants and (g) any other non-cash charges, and minus, to the extent included in the statement of such Consolidated Net Income for such period, the sum of (a) interest income (except to the extent deducted in determining consolidated interest expense), (b) any extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course of business), and (c) any other non-cash income, all as determined on a consolidated basis.   5     “ Consolidated Net Income ” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:   (1)            the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person;   (2)            the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income to such Person and its Restricted Subsidiaries is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;   (3)            the cumulative effect of a change in accounting principles will be excluded;   (4)            any unrealized gains and losses with respect to Hedging Obligations for such period will be excluded;   (5)            any unrealized gains and losses related to fluctuations in currency exchange rates for such period will be excluded;   (6)            any gains and losses from any early extinguishment of Indebtedness will be excluded;   (7)            any gains and losses from any redemption or repurchase premiums paid with respect to the Notes will be excluded; and   (8)            any deferred financing costs (including the amortization of original issue discount) associated with Indebtedness of the Company will be excluded.   “ Consolidated Secured Leverage Ratio ” means, as of any date of determination, the ratio of (a) Total Secured Debt on such day to (b) Consolidated EBITDA of the Company and its Restricted Subsidiaries for such period, calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period. In addition, Consolidated Secured Leverage Ratio will be determined with such pro forma adjustments as are consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio. 6     “ Consolidated Total Leverage Ratio ” means, as of any date of determination, the ratio of (a) Total Debt on such day to (b) Consolidated EBITDA of the Company and its Restricted Subsidiaries for such period, calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period. In addition, Consolidated Total Leverage Ratio will be determined with such pro forma adjustments as are consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.   “ continuing ” means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.   “ Copyright Licenses ” means all written agreements to which the Company or any Guarantor is a party, in which the Company or any Guarantor grants or receives a license or similar right in, to, or under any Copyright, or otherwise providing for a covenant not to sue for infringement or other violation of any Copyright.   “ Copyrights ” means all United States and foreign copyrights, whether registered or unregistered and whether published or unpublished, and (i) all registrations and applications therefor, (ii) all extensions and the right to obtain all renewals thereof, (iii) the right to sue or otherwise recover for any past, present and future infringement or other violation thereof, (iv) all proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter due and/or payable with respect thereto, and (v) all other rights of any kind accruing thereunder or pertaining thereto throughout the world.   “ Corporate Trust Office of the Trustee ” will be at the address of the Trustee specified in Section 13.02 hereof or such other address as to which the Trustee may give notice to the Company.   “ Credit Agreement ” means that certain Amended and Restated Credit Agreement, dated as of October 2, 2015, by and among the Company, Barclays Bank PLC, as administrative agent and collateral agent, and the lenders from time to time party thereto, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time, including by that certain First Amendment to the Credit Agreement, dated as of March 30, 2017, that certain Second Amendment to the Credit Agreement, dated as of November 20, 2017, that certain Third Amendment to the Credit Agreement dated as of October 10, 2019, that certain Fourth Amendment to the Credit Agreement dated as of December 16, 2020, that certain Fifth Amendment to the Credit Agreement dated as of June 28, 2022, that certain Sixth Amendment to the Credit Agreement, dated as of June 6, 2023, that certain Seventh Amendment to the Credit Agreement, dated as of September 22, 2023, that certain Eighth Amendment to the Credit Agreement, dated as of July 12, 2024 and that certain Ninth Amendment to the Credit Agreement, dated as of July 1, 2025.   “ Credit Agreement Obligations ” has the meaning assigned to the term “Obligations” in the Credit Agreement, together with any Permitted Refinancing Indebtedness thereof.   “ Credit Facilities ” means, one or more debt facilities (including, without limitation, the Credit Agreement) or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit or other long-term indebtedness including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or replacements in any manner (whether upon or after termination or otherwise) or refinancings thereof (including by means of sales of debt securities to institutional investors) in whole or in part from time to time and any debt facilities or other financing arrangements (including, without limitation, commercial paper facilities or indentures) that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof ( provided that such increase is permitted under Section 4.09 hereof) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.   7     “ Custodian ” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.   “ Default ” means any event that is, or with the passage of time or the giving of written notice or both would be, an Event of Default.   “ Depositary ” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.   “ Derivative Instrument ” means, with respect to a Person, any contract, instrument or other right to receive payment or delivery of cash or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in the Notes (other than a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the Notes and/or the creditworthiness of the Company and/or any one or more of the Guarantors (the “ Performance References ”).   “ Designated Non-cash Consideration ” means the Fair Market Value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.   “ Disqualified Stock ” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.07 hereof. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.   8     “ Domestic Subsidiaries ” means any Restricted Subsidiary of the Company that was formed under the laws of the United States or any state of the United States or the District of Columbia.   “ Electronic Means ” shall mean the following communications methods: S.W.I.F.T., e-mail, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder.   “ Equity Interests ” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).   “ Equity Offering ” means a public or private sale either (1) of Equity Interests of the Company by the Company (other than Disqualified Stock and other than to a Subsidiary of the Company or pursuant to a registration statement on Form S-8 or otherwise relating to equity securities issuable under any employee benefit plan of the Company) or (2) of Equity Interests of a direct or indirect parent entity of the Company (other than to the Company or a Subsidiary of the Company) to the extent that the net proceeds therefrom are contributed to the common equity capital of the Company.   “ Euroclear ” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.   “ Excess Cash ” means, with respect to any specified Person for any period, the Consolidated EBITDA of that Person for such period, minus the sum of the following, each determined for such period on a consolidated basis:   (1)            cash income taxes paid for such Person and its Restricted Subsidiaries; plus   (2)            cash interest expense paid by such Person and its Restricted Subsidiaries, whether or not capitalized (including, without limitation, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates); plus   (3)            additions to property, plant and equipment and other capital expenditures of such Person and its Restricted Subsidiaries that are (or would be) set forth in a consolidated statement of cash flows of such Person and its Restricted Subsidiaries for such period prepared in accordance with GAAP, except to the extent financed by the incurrence of Indebtedness; plus   (4)            the aggregate principal amount of long-term Indebtedness repaid by such Person and its Restricted Subsidiaries and the repayment by such Person and any Restricted Subsidiary of any short-term Indebtedness that financed capital expenditures referred to in clause (3) above, excluding any such repayments (a) under working capital facilities (except to the extent that such Indebtedness so repaid was incurred to finance capital expenditures as described in clause (3)   above), (b) out of Net Proceeds of Asset Sales as provided in Section 3.09 hereof, (c) through a refinancing involving the incurrence of new long-term Indebtedness and (d) to the extent not included in clause (c), of the redemption of a portion or all of the outstanding 2027 Notes with the proceeds of the offering of the Notes on or about the date of this Indenture; provided that the aggregate amount of repayments made pursuant to this clause (d) does not exceed the amount of the net proceeds received in connection with the offering of the Notes.   “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.   9     “ Existing Indebtedness ” means Indebtedness of the Company and its Restricted Subsidiaries in existence on the date hereof, other than the Notes and Indebtedness under the Credit Agreement outstanding immediately following the execution of this Indenture (but including, for the avoidance of doubt, the Existing Notes).   “ Existing Notes ” means the 2027 Notes and the 2028 Notes, collectively.   “ Fair Market Value ” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Company (unless otherwise provided in this Indenture).   “ Fixed Charge Coverage Ratio ” means with respect to any specified Person for any period, the ratio of the Consolidated EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “ Calculation Date ”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.   In addition, for purposes of calculating the Fixed Charge Coverage Ratio:   (1)            acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period, and Consolidated EBITDA for such reference period will be calculated on a pro forma basis (including with respect to any cost savings so long as such cost savings are factually supportable and expected to have a continuing effect on such Person or any of its Restricted Subsidiaries);   (2)            the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;   (3)            the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date;   (4)            any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four-quarter period;   10     (5)            any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four-quarter period; and   (6)            if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months).   “ Fixed Charges ” means, with respect to any specified Person for any period, the sum, without duplication, of:   (1)            the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates (but excluding amortization of deferred financing costs, original issue discount and any redemption or repurchase premiums paid with respect to the Notes); plus   (2)            the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus   (3)            any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus   (4)            the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP; minus   (5)            charges attributable to the amortization of expenses relating to the Transactions incurred within 180 days of the date of this Indenture.   “ Foreign Subsidiary ” means any Subsidiary of the Company that is not a Domestic Subsidiary.   “ GAAP ” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession in the United States, which are in effect on the date of this Indenture. Notwithstanding the foregoing, all leases and obligations under any leases of any Person that are or would be characterized as operating leases and/or operating lease obligations in accordance with GAAP on January 1, 2018 (whether or not such operating leases and/or operating lease obligations were in effect on such date) shall continue to be accounted for as operating leases and/or operating lease obligations (and not as Capital Lease Obligations) for purposes of this Indenture regardless of any change in GAAP following the date that would otherwise require such obligations to be recharacterized as Capital Lease Obligations. At any time after the date hereof, the Company may elect to apply IFRS accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided herein); provided that calculations or determinations herein that require the application of GAAP for periods that include fiscal quarters ended prior to the Company’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. The Company will provide notice of any such election made in accordance with this definition to the Trustee and the Holders.   11     “ Global Note Legend ” means the legend identified as such in Exhibit A, which is required to be placed on all Global Notes issued under this Indenture.   “ Global Notes ” means, individually and collectively, each of the Global Notes deposited with or on behalf of and registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A hereto and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Article 2.   “ Government Securities ” means direct obligations of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof) for the payment of which obligations or guarantees the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the option of the Company and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.   “ Guarantee ” means a guarantee other than by endorsement of negotiable instruments for collection or standard contractual indemnities in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).   “ Guarantors ” means each of:   (1)            B&G Foods North America, Inc., B&G Foods Snacks, Inc., Bear Creek Country Kitchens, LLC, Clabber Girl Corporation, Spartan Foods of America, Inc., Victoria Fine Foods, LLC and William Underwood Company; and   (2)            any other Subsidiary of the Company that executes a Note Guarantee in accordance with the provisions of this Indenture,   and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of this Indenture.   12     “ Hedging Obligations ” means, with respect to any specified Person, the obligations of such Person under:   (1)            interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;   (2)            other agreements or arrangements designed to manage interest rates or interest rate risk; and   (3)            other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.   “ Holder ” means a Person in whose name a Note is registered.   “ IFRS ” means International Financial Reporting Standards.   “ Immaterial Subsidiary ” means, as of any date, any Restricted Subsidiary whose total assets, as of that date, are less than $100,000 and whose total revenues for the most recent 12-month period do not exceed $100,000; provided that a Restricted Subsidiary will not be considered to be an Immaterial Subsidiary if it, directly or indirectly, guarantees or otherwise provides direct credit support for any Indebtedness of the Company.   “ Indebtedness ” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:   (1)            in respect of borrowed money;   (2)            evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);   (3)            in respect of banker’s acceptances;   (4)            representing Capital Lease Obligations or Attributable Debt in respect of sale and leaseback transactions;   (5)            representing the balance deferred and unpaid of the purchase price of any property or services, which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto, except any such balance that constitutes an accrued expense or trade payable or any similar obligation to trade creditors; or   (6)            representing any Hedging Obligations,   if and to the extent any of the preceding items (other than letters of credit, Attributable Debt and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person; provided that if the holder of such Indebtedness has no recourse to such Person other than to the asset, the amount of such Indebtedness will be deemed to equal the lesser of the value of such asset and the amount of the obligation so secured) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person.   “ Intellectual Property ” means the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks, the Trademark Licenses, the Trade Secrets and the Trade Secret Licenses, and all rights to sue at law or in equity or otherwise recover for any past, present and future infringement, dilution, misappropriation or other violation or impairment thereof, including the right to receive all proceeds therefrom, including without limitation license fees, royalties, income, payments, claims, damages and proceeds of suit, now or hereafter due and/or payable with respect thereto.   13     “ Investment Grade Rating ” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.   “ Investments ” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers in the ordinary course of business and commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Company’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in Section 4.07(c) hereof. The acquisition by the Company or any Subsidiary of the Company of a Person that holds an Investment in a third Person will not be deemed to be an Investment by the Company or such Subsidiary in such third Person if the purpose of such acquisition by the Company or such Subsidiary was not the Investment in such third Person. Except as otherwise provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.   “ Issue Date ” means June 10, 2026.   “ Joint Venture ” means any joint venture between the Company and/or any Restricted Subsidiary and any other Person if such joint venture is:   (1)            owned 50% or less by the Company and/or any of its Restricted Subsidiaries; and   (2)            not directly or indirectly controlled by or under direct or indirect common control of the Company and/or any of its Restricted Subsidiaries.   “ Legal Holiday ” means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.   “ Lien ” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement relating to a lien on an asset under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.   14     “ Limited Condition Transaction ” means (1) any Investment or acquisition (whether by merger, consolidation or otherwise), whose consummation is not conditioned on the availability of, or on obtaining, third-party financing, (2) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment and (3) any dividends or distributions on, or redemptions of, Capital Stock requiring irrevocable notice in advance thereof.   “ Long Derivative Instrument ” means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with negative changes to the Performance References.   “ Material Intellectual Property ” means intellectual property owned by the Company or any Restricted Subsidiary that is material to the business of the Company and its Restricted Subsidiaries, taken as a whole.   “ Moody’s ” means Moody’s Investors Service, Inc. and any successor to its rating agency business.   “ Net Income ” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:   (1)            any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with:   (a)            any Asset Sale; or   (b)            the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and   (2)            any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain (but not loss).   “ Net Proceeds ” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness, other than Indebtedness under a Credit Facility, secured by a Lien on the asset or assets that were the subject of such Asset Sale or any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP or in respect of liabilities associated with the asset disposed of and retained by the Company or its Restricted Subsidiaries.   “ Net Short ” means, with respect to a holder or beneficial owner of Notes, as of a date of determination, either (i) the value of its Short Derivative Instruments exceeds the sum of (x) the value of its Notes plus (y) the value of its Long Derivative Instruments as of such date of determination or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined in the 2014 International Swaps and Derivatives Association, Inc. Credit Derivatives Definitions) to have occurred with respect to the Company or any Guarantor immediately prior to such date of determination.   15     “ Non-Recourse Debt ” means Indebtedness:   (1)            as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;   (2)            no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and   (3)            as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any of its Restricted Subsidiaries.   “ Note Guarantee ” means the Guarantee by each Guarantor of the Company’s obligations under this Indenture and the Notes, executed pursuant to the provisions of this Indenture.   “ Notes ” means the Initial Notes and any Additional Notes. The Initial Notes and the Additional Notes, if any, shall be treated as a single class for all purposes under this Indenture; provided that if any Additional Notes subsequently issued are not fungible with any Notes previously issued for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP number. Unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes.   “ Obligations ” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.   “ Officer ” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Executive Vice-President or any Vice-President of such Person.   “ Officers’ Certificate ” means a certificate signed by two Officers of a Person that complies with Sections 13.04 and 13.05 of this Indenture and is delivered to the Trustee.   “ OID Legend ” means the legend identified as such in Exhibit A.   “ Opinion of Counsel ” means an opinion from legal counsel that meets the requirements of Section 13.05 hereof. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company.   “ Pari Passu Obligations ” means all Credit Agreement Obligations and any other Indebtedness of the Company or any Guarantor that is equal in right of payment with the Notes or the Guarantee of such Guarantor, as applicable.   16     “ Participant ” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).   “ Patent License ” means all agreements to which the Company or any Guarantor is a party, in which the Company or any Guarantor grants or receives a license or similar right in, to, or under any Patent, or otherwise providing for a covenant not to sue for infringement or other violation of any Patent.   “ Patents ” means all United States and foreign patents and certificates of invention or similar industrial property rights, and applications for any of the foregoing, including (i) each patent and patent application, (ii) all reissues and extensions thereof, (iii) all divisions, continuations and continuations-in-part thereof, (iv) all patentable inventions and improvements thereto, (v) the right to sue or otherwise recover for any past, present and future infringement or other violation thereof, (vi) all proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto and (vii) all other rights of any kind accruing thereunder or pertaining thereto throughout the world.   “ Permitted Business ” means the business of the Company and its Subsidiaries as existing on the date hereof and any other businesses that are the same, similar or reasonably related, ancillary or complementary thereto and reasonable extensions thereof.   “ Permitted Investments ” means:   (1)            any Investment in the Company or in a Restricted Subsidiary of the Company;   (2)            any Investment in Cash Equivalents;   (3)            any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment:   (a)            such Person becomes a Restricted Subsidiary of the Company; or   (b)            such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company;   (4)            any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.10 hereof;   (5)            any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;   (6)            any Investments received (a) in compromise or resolution of (i) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Company or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (ii) litigation, arbitration or other disputes with Persons who are not Affiliates; or (b) in satisfaction of judgments;   (7)            Investments represented by Hedging Obligations;   17     (8)            loans or advances to directors, officers, employees and consultants made in the ordinary course of business of the Company or the Restricted Subsidiary of the Company in an aggregate principal amount not to exceed $5.0 million at any one time outstanding;   (9)            repurchases of the Notes;   (10)          intercompany loans to the extent permitted by Section 4.09 hereof;   (11)          loans by the Company in an aggregate principal amount not exceeding $5.0 million to employees of the Company or its Restricted Subsidiaries to finance the sale of the Company’s Capital Stock by the Company to such employees; provided that the net cash proceeds from such sales respecting such loaned amounts will not be included in the calculation described in clause (b) of the second paragraph of Section 4.07(a) hereof;   (12)          any Investment in existence on the date hereof;   (13)          receivables owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;   (14)          any Investment in any Person to the extent the Investment consists of prepaid expenses, negotiable instruments held for collection and lease, utility and workers’ compensation, performance and other similar deposits made in the ordinary course of business by the Company or any of its Restricted Subsidiaries;   (15)          Guarantees of Obligations of the Company and its Restricted Subsidiaries otherwise permitted by the terms of this Indenture, including guarantees of Indebtedness, performance guarantees and guarantees of operating leases or other obligations that do not constitute Indebtedness; and   (16)          other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (16) that are at the time outstanding, not to exceed the greater of (i) $125.0 million or (ii)  4.0% of Total Assets at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided that if an Investment made pursuant to this clause (16) is made in any Person that is not a Restricted Subsidiary of the Company at the date of the making of the Investment and such Person becomes a Restricted Subsidiary after such date, such Investment will thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (16).   Notwithstanding anything to the contrary set forth in this Indenture, the Company will not and will not permit any Restricted Subsidiary to, directly or indirectly transfer, convey, sell, lease or otherwise dispose of any Material Intellectual Property to any Unrestricted Subsidiary, any Restricted Subsidiary that is not a Guarantor or any joint venture or similar arrangement in which the Company or any Restricted Subsidiary holds less than a controlling interest (other than, in each case, with respect to non-exclusive licenses in the ordinary course of business).   18     “ Permitted Liens ” means:   (1)            Liens on assets of the Company or any of its Restricted Subsidiaries securing Indebtedness and other Obligations incurred pursuant to Section 4.09(b)(1) and/or securing certain Hedging Obligations;   (2)            Liens in favor of the Company or the Guarantors;   (3)            Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary of the Company; provided that such Liens were not incurred in contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Subsidiary;   (4)            Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Company or any Subsidiary of the Company; provided that such Liens were not incurred in contemplation of, such acquisition;   (5)            Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds, deposits to secure the performance of bids, trade contracts, government contracts, warranty requirements, leases or licenses or other obligations of a like nature or incurred in the ordinary course of business (including, without limitation, landlord Liens on leased real property and rights of offset and set-off);   (6)            Liens to secure Indebtedness (including Capital Lease Obligations) permitted by Section 4.09(b)(4) of this Indenture; covering only the assets acquired with or financed by such Indebtedness;   (7)            Liens existing on the date hereof;   (8)            Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;   (9)            Liens imposed by law, such as carriers’, warehousemen’s, landlord’s, materialmen’s, repairmen’s and mechanics’ Liens, in each case, incurred in the ordinary course of business;   (10)          survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;   (11)          Liens created for the benefit of the holders of (or to secure) the Notes (or the Note Guarantees), other than Additional Notes (or the Note Guarantees thereof);   (12)          Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under this Indenture; provided, however, that:   (a)            the new Lien is limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and   19     (b)            the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount, or, if greater, committed amount, of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged with such Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;   (13)          Liens in favor of customs and revenue authorities to secure payment of customs duties in connection with the importation of goods in the ordinary course of business and other similar Liens arising in the ordinary course of business;   (14)          Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;   (15)          Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;   (16)          leases or subleases granted to third Persons not interfering with the ordinary course of business of the Company or any of its Restricted Subsidiaries;   (17)          Liens (other than any Lien imposed by ERISA or any rule or regulation promulgated thereunder) incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance, and other types of social security;   (18)          deposits made in the ordinary course of business to secure liability to insurance carriers;   (19)          Liens under licensing agreements for use of Intellectual Property entered into in the ordinary course of business;   (20)          judgment Liens not giving rise to an Event of Default;   (21)          Liens on the assets of a Restricted Subsidiary of the Company that is not a Guarantor securing Indebtedness of that Restricted Subsidiary; provided that such Indebtedness was permitted to be incurred under Section 4.09 hereof;   (22)          Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business;   (23)          Liens solely on any cash earnest money deposits made by the Company or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under this Indenture;   20     (24)          Liens arising from Uniform Commercial Code (or equivalent statute) financing statement filings regarding operating leases entered into in the ordinary course of business; and   (25)          Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary of the Company with respect to obligations that do not exceed $30.0 million at any one time outstanding.   “ Permitted Refinancing Indebtedness ” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:   (1)            the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);   (2)            such Permitted Refinancing Indebtedness has a final maturity date later than or the same as the final maturity date of, and has a Weighted Average Life to Maturity that is (a) equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged or (b) more than 90 days after the final maturity date of the Notes;   (3)            if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and   (4)            such Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.   “ Person ” means any individual, corporation, limited liability company, joint stock company, joint venture, partnership, limited liability partnership, association, unincorporated organization, trust, governmental regulatory entity, country, state, agency or political subdivision thereof, municipality, county, parish or other entity.   “ Rating Agencies ” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating organization or organizations, as the case may be, selected by the Company which shall be substituted for Moody’s or S&P or both, as the case may be.   “ Resale Restriction Termination Date ” means for any Transfer Restricted Note (or beneficial interest therein), that is (a) not a Regulation S Global Note (or Certificated Note issued in respect thereof pursuant to Section 2.06(b) hereof), one year (or such other period specified in Rule 144(d)) from the Issue Date or, if any Additional Notes that are Transfer Restricted Notes and are not Regulation S Global Notes have been issued before the Resale Restriction Termination Date for any Transfer Restricted Notes, from the latest such original issue date of such Additional Notes, and (b) a Regulation S Global Note (or Certificated Note issued in respect thereof pursuant to Section 2.06(b) hereof), the date on or after the 40 th consecutive day beginning on and including the later of (i) the day on which any Notes represented thereby are offered to persons other than distributors (as defined in Regulation S) pursuant to Regulation S and (ii) the issue date for such Notes.   21     “ Responsible Officer, ” when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.   “ Restricted Cash ” means cash and Cash Equivalents held by a Subsidiary that is contractually restricted from being distributed to the Company; provided , that cash or Cash Equivalents maintained by any Foreign Subsidiary that is subject to minority shareholder approval before being distributed to the Company shall not deemed to be “Restricted Cash” as a result of such restriction.   “ Restricted Investment ” means an Investment other than a Permitted Investment.   “ Restricted Notes Legend ” means the legend identified as such in Exhibit A.   “ Restricted Subsidiary ” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.   “ S&P ” means S&P Global Ratings, and any successor to its rating agency business.   “ Screened Affiliate ” means any Affiliate of a holder of Notes or, if the holder is DTC or DTC’s nominee, of a beneficial owner of Notes, (i) that makes investment decisions independently from such holder or beneficial owner and any other Affiliate of such holder that is not a Screened Affiliate, (ii) that has in place customary information screens between it and such holder or beneficial owner and any other Affiliate of such holder or beneficial owner that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to the Company or its Subsidiaries, (iii) whose investment policies are not directed by such holder or beneficial owner or any other Affiliate of such holder or beneficial owner that is acting in concert with such holder in connection with its investment in the Notes and (iv) whose investment decisions are not influenced by the investment decisions of such holder or beneficial owner or any other Affiliate of such holder or beneficial owner of Notes that is acting in concert with such holders or beneficial owners in connection with its investment in the Notes.   “ SEC ” means the Securities and Exchange Commission.   “ Securities Act ” means the Securities Act of 1933, as amended.   “ Short Derivative Instrument ” means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with positive changes to the Performance References and/or (ii) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with negative changes to the Performance References.   “ Significant Subsidiary ” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of this Indenture.   22     “ Stated Maturity ” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date hereof, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.   “ Subsidiary ” means, with respect to any specified Person:   (1)            any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and   (2)            any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).   “ Total Assets ” means the total assets of the Company and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of the Company.   “ Total Debt ” means as at any date of determination, the aggregate amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capital Lease Obligations and debt obligations evidenced by promissory notes and similar instruments, in each case determined in accordance with GAAP less the aggregate amount of cash and Cash Equivalents of the Company and its Restricted Subsidiaries at such date that is not Restricted Cash; provided that Total Debt shall not include Indebtedness in respect of any notes or other debt securities that have been defeased or satisfied and discharged in accordance with the applicable indenture or with respect to which the required deposit has been made in connection with a call for repurchase or redemption to occur within the time period set forth in the applicable indenture, in each case to the extent such transactions are permitted by the applicable indenture.   “ Total Secured Debt ” means, as of any date of determination, Total Debt other than any Total Debt that is unsecured and/or has been subordinated to the Obligations.   “ Trade Secret Licenses ” means all agreements to which the Company or any Guarantor is a party, in which the Company or any Guarantor grants or receives a license or similar right in, to, or under any Trade Secret.   “ Trade Secrets ” means all trade secrets and all other confidential or proprietary information that derive independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use, and (i) the right to sue or otherwise recover for any past, present and future misappropriation or other violation thereof, (ii) all proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto; and (iii) all other rights of any kind accruing thereunder or pertaining thereto throughout the world.   “ Trademark License ” means all agreements to which the Company or any Guarantor is a party, in which the Company or any Guarantor grants or receives a license or similar right in, to, or under any Trademark or otherwise providing for a covenant not to sue for infringement, dilution, or other violation of any Trademark.   23     “ Trademarks ” means all United States, and foreign trademarks, trade names, trade dress, corporate names, company names, business names, fictitious business names, Internet domain names, trade styles, service marks, logos and other source or business identifiers and designs, now existing or hereafter adopted or acquired, whether or not registered, and with respect to any and all of the foregoing: (i) all registration and applications therefore, (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business connected with the use of and symbolized by any of the foregoing, (iv) the right to sue or otherwise recover for any past, present and future infringement, dilution or other violation of any of the foregoing or for any injury to the related goodwill, (v) all proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or hereafter due and/or payable with respect thereto, and (vi) all other rights of any kind accruing thereunder or pertaining thereto throughout the world.   “ Transactions ” means the issuance of the Notes and the application of the proceeds therefrom.   “ Transfer Restricted Notes ” means Notes that bear or are required to bear the Restricted Notes Legend.   “ Treasury Rate ” means, with respect to any redemption of the Notes, the yield to maturity as of the earlier of (a) the redemption date or (b) the date on which the Notes are defeased or satisfied and discharged, of United States Treasury securities with a constant maturity (as compiled and published in the most recent Selected Interest Rates (Daily) H.15 release that has become publicly available at least two business days prior to such date (or, if such release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such date to June 15, 2028; provided, however , that if the period from such date to June 15, 2028, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.   “ Trustee ” means The Bank of New York Mellon Trust Company, N.A. until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.   “ Unrestricted Subsidiary ” means any Subsidiary of the Company that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary:   (1)            has no Indebtedness other than Non-Recourse Debt;   (2)            except as permitted by Section 4.11 hereof, is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;   (3)            is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and   24     (4)            has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries.   “ U.S. Person ” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.   “ Voting Stock ” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.   “ Weighted Average Life to Maturity ” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:   (1)            the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by   (2)            the then outstanding principal amount of such Indebtedness.   Section 1.02           Other Definitions.   Term Defined in Section “ Affiliate Transaction ”   4.11 “ Agent Members ”  2.06(a) “ Applicable Law ”   13.17 “ Asset Sale Offer ”   3.09 “ Authentication Order ”   2.02 “ Authorized Officers ”   13.02 “ Change of Control Offer ”   4.15 “ Change of Control Payment ”   4.15 “ Change of Control Payment Date ”   4.15 “ Covenant Defeasance ”   8.03 “ Directing Holder ”  6.01 “ DTC ”   2.03 “ Event of Default ”   6.01 “ Excess Proceeds ”   4.10 “ incur ”   4.09 “ Instructions ”   13.02 “ LCT Election ”   1.03(12) “ LCT Test Date ”   1.03(12) “ Legal Defeasance ”   8.02 “ Noteholder Direction ”   6.01 “ Offer Amount ”   3.09 “ Offer Period ”   3.09 “ Paying Agent ”   2.03 “ Payment Default ”  6.01 “ Permitted Debt ”   4.09 “ Position Representation ”  6.01 “ Purchase Date ”   3.09   25     Term Defined in Section “ QIB ”  2.01(i) “ QIB Global Note ”  2.01(i) “ Registrar ”   2.03 “ Regulation S ”   2.01(i) “ Regulation S Global Note ”   2.01(i) “ Restricted Payments ”   4.07(a) “ Rule 144A ”  2.01(i) “ Specified Courts ”   13.16 “ Suspended Covenants ”   4.21 “ Verification Covenant ”  6.01   Section 1.03           Rules of Construction.   Unless the context otherwise requires:   (1)            a term has the meaning assigned to it;   (2)            an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;   (3)            “or” is not exclusive;   (4)            words in the singular include the plural, and in the plural include the singular;   (5)            “will” shall be interpreted to express a command;   (6)            provisions apply to successive events and transactions;   (7)            references to sections of or rules under the Securities Act or the Exchange Act will be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;   (8)            any reference to an “Appendix,” “Article,” “Section,” “clause,” “Schedule” or “Exhibit” refers to an Appendix, Article, Section, clause, Schedule or Exhibit, as the case may be, of this Indenture;   (9)            the words “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision;   (10)          unless otherwise provided, references to agreements and other instruments shall be deemed to include all amendments and other modifications to such agreements or instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of this Indenture;   (11)          in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time; and   26     (12)          when calculating the availability under any basket or ratio under this Indenture or compliance with any provision of this Indenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Indebtedness and the use of the proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales), in each case, at the option of the Company (the Company’s election to exercise such option, an “ LCT Election ”), the date of determination for availability under any such basket or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any Default or Event of Default)) under this Indenture shall be deemed to be the date (the “ LCT Test Date ”) the definitive agreements for such Limited Condition Transaction are entered into (or, if applicable, the date of delivery of an irrevocable notice, declaration of a dividend or similar event) and if, after giving pro forma effect to the Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Indebtedness and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales) and any related pro forma adjustments, the Company or any of its Restricted Subsidiaries would have been permitted to take such actions or consummate such transactions on the relevant LCT Test Date in compliance with such ratio, test or basket (and any related requirements and conditions), such ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with (or satisfied) for all purposes; provided, that (a) compliance with such ratios, tests or baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Indebtedness and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales) and (b) Consolidated EBITDA for purposes of the Fixed Charge Coverage Ratio, the Consolidated Secured Leverage Ratio and the Consolidated Total Leverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Company in good faith.   For the avoidance of doubt, if the Company has made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total Assets of the Company, such baskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply); and (2) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction.   27     ARTICLE 2 THE NOTES   Section 2.01            Form and Dating.   (a)            The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The Notes shall initially be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.   (b)            The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.   (c)            The Notes shall be issued initially in global form substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto), which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as custodian for the Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided.   (d)            Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of interest. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.   (e)            Any Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Notes are subject.   (f)             Each Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect redemptions, repurchases, cancellations, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture.   (g)            Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the Officer executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject.   28     (h)            Except as set forth in Section 2.06 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor of the Depositary or its nominee.   (i)             The Initial Notes are being issued by the Company only (i) to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act (“ Rule 144A ”)) (“ QIBs ”) and (ii) in reliance on Regulation S under the Securities Act (“ Regulation S ”). After such initial issuance, Initial Notes that are Transfer Restricted Notes may be transferred as provided in the Restricted Notes Legend. Initial Notes that are offered in reliance on Rule 144A shall be issued in the form of one or more permanent Global Notes substantially in the form set forth in Exhibit A (collectively, the “ QIB Global Note ”), deposited with the Trustee, as Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Initial Notes that are offered in offshore transactions in reliance on Regulation S shall be issued in the form of one or more permanent Global Notes substantially in the form set forth in Exhibit A, (the “ Regulation S Global Note ”) duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary. The QIB Global Note and the Regulation S Global Note shall each be issued with separate CUSIP numbers. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Custodian. Transfers of Notes among QIBs and to or by purchasers pursuant to Regulation S shall be represented by appropriate increases and decreases to the respective amounts of the appropriate Global Notes, as more fully provided in Section 2.14 hereof.   (j)             Sections 2.01(d), 2.01(e) and 2.01(f) hereof shall apply only to Global Notes deposited with or on behalf of the Depositary.   (k)            The Company shall execute and the Trustee shall, in accordance with Section 2.01(d) hereof and Section 2.01(e) hereof, authenticate and deliver the Global Notes that (i) shall be registered in the name of the Depositary or the nominee of the Depositary and (ii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions or held by the Trustee as Custodian for the Depositary.   (l)            Notes issued in certificated form shall be substantially in the form of Exhibit A attached hereto.   Section 2.02            Execution and Authentication.   At least one Officer must sign the Notes for the Company by manual, .pdf attachment or other electronically transmitted signature.   If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid.   A Note will not be valid until authenticated by the manual or electronic signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated under this Indenture.   The Trustee will, upon receipt of a written order of the Company signed by at least one Officer (an “ Authentication Order ”), authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.08 hereof.   29     The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.   At any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver Additional Notes in an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder and, in the case of any issuance of Additional Notes pursuant to Section 2.15 hereof, such Authentication Order shall certify that such issuance is in compliance with Section 2.15 hereof.   Section 2.03            Registrar and Paying Agent.   The Company will maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“ Registrar ”) and an office or agency where Notes may be presented for payment (“ Paying Agent ”). The Registrar will keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company will notify the Trustee in writing, and the Trustee shall notify the Holders, of the name and address of any Agent not a party to this Indenture. The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. Such agreement shall implement the provisions of this Indenture that relate to such Agent. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.   The Company initially appoints The Depository Trust Company (“ DTC ”) to act as Depositary with respect to the Global Notes.   The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes.   Section 2.04            Paying Agent to Hold Money in Trust.   The Company will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium on, if any, or interest, if any, on, the Notes, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) will have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee will serve as Paying Agent for the Notes.   Section 2.05             Holder Lists.   The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee is not the Registrar, the Company will furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders.   30     Section 2.06             Transfer and Exchange.   (a)            Each Global Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be delivered to the Trustee as custodian for such Depositary and (iii) bear legends as required by Section 2.06(e) hereof.   Members of, or participants in, the Depositary (“ Agent Members ”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as Custodian, or under such Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any Agent or other agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of an owner of a beneficial interest in any Global Note.   The Trustee shall have no responsibility or obligation to any Holder that is a member of (or a Participant in) DTC or any other Person with respect to the accuracy of the records of DTC (or its nominee) or of any member or Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee may conclusively rely (and shall be fully protected in relying) upon information furnished by DTC with respect to its members, participants and any beneficial owners in the Notes.   The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Global Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.   (b)            Transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may be transferred in accordance with this Section 2.06, Section 2.14 hereof and the Applicable Procedures. In addition, Certificated Notes shall be transferred to all beneficial owners (or the requesting beneficial owners, in the case of clause (ii)) in exchange for their beneficial interests only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a “clearing agency” registered under the Exchange Act and a successor depositary is not appointed by the Company within ninety (90) days of such notice, (ii) an Event of Default of which a Responsible Officer of the Trustee has received written notice thereof and the Registrar has received a request from any beneficial owner of an interest in any Global Note (subject to the third paragraph of Section 2.06(a) hereof) to issue such Certificated Notes or (iii) the Company, in its sole discretion, notifies the Trustee that it elects to cause the issuance of Certificated Notes.   (c)            In connection with the transfer of the entire Global Note to beneficial owners pursuant to clause (b) of this Section, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Note an equal aggregate principal amount of Certificated Notes of authorized denominations.   31     (d)            The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.   (e)             Legends. Each Global Note will bear the Global Note Legend on the face thereof. Each Global Note issued at a more than de minimis discount to its redemption price at maturity (and all Notes issued in exchange therefore or substitution thereof) shall bear an OID Legend on the face thereof.   (f)            At such time as all beneficial interests in a particular Global Note have been exchanged for Certificated Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and…

Document text

EX-4.1 · EXHIBIT 4.1 - INDENTURE DATED AS OF JUNE 10, 2026

EX-4.1
 2
 tm2617391d1_ex4-1.htm
 EXHIBIT 4.1 - INDENTURE DATED AS OF JUNE 10, 2026

  

 Exhibit 4.1

  

 Execution Version

  

  

  

  

 B&G FOODS, INC.

  

 and each
of the Guarantors PARTY HERETO

  

 11.00% SENIOR NOTES DUE 2031

  

  

  

 INDENTURE

  

 Dated as of June 10, 2026

  

  

  

 The Bank of New York Mellon Trust Company, N.A.

  

 Trustee

  

  

  

  

  

  

  

  

 TABLE OF CONTENTS

  

 Page

  

 ARTICLE 1

 DEFINITIONS

  

 Section 1.01
 Definitions
 1

 Section 1.02
 Other Definitions
 25

 Section 1.03
 Rules of Construction
 26

  

 ARTICLE 2

 THE
NOTES

  

 Section 2.01
 Form and Dating
 28

 Section 2.02
 Execution and Authentication
 29

 Section 2.03
 Registrar and Paying Agent
 30

 Section 2.04
 Paying Agent to Hold Money in Trust
 30

 Section 2.05
 Holder Lists
 30

 Section 2.06
 Transfer and Exchange
 31

 Section 2.07
 Replacement Notes
 33

 Section 2.08
 Outstanding Notes
 33

 Section 2.09
 Treasury Notes
 34

 Section 2.10
 Temporary Notes
 34

 Section 2.11
 Cancellation
 34

 Section 2.12
 Defaulted Interest
 34

 Section 2.13
 CUSIP Numbers
 35

 Section 2.14
 Special Transfer Provisions
 35

 Section 2.15
 Issuance of Additional Notes
 36

  

 ARTICLE 3

 REDEMPTION
AND PREPAYMENT

  

 Section 3.01
 Notices to Trustee
 37

 Section 3.02
 Selection of Notes to Be Redeemed or Purchased
 37

 Section 3.03
 Notice of Redemption
 37

 Section 3.04
 Effect of Notice of Redemption
 38

 Section 3.05
 Deposit of Redemption or Purchase Price
 38

 Section 3.06
 Notes Redeemed or Purchased in Part
 39

 Section 3.07
 Optional Redemption
 39

 Section 3.08
 Mandatory Redemption
 40

 Section 3.09
 Offer to Purchase by Application of Excess Proceeds
 40

  

 ARTICLE 4

 COVENANTS

  

 Section 4.01
 Payment of Notes
 42

 Section 4.02
 Maintenance of Office or Agency
 42

 Section 4.03
 Reports
 43

 Section 4.04
 Compliance Certificate
 45

 Section 4.05
 [Reserved]
 45

 Section 4.06
 [Reserved]
 45

 Section 4.07
 Restricted Payments
 45

 Section 4.08
 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries
 48

 Section 4.09
 Incurrence of Indebtedness and Issuance of Preferred Stock
 50

  

 i

  

  

 Section 4.10
 Asset Sales
 54

 Section 4.11
 Transactions with Affiliates
 56

 Section 4.12
 Liens
 57

 Section 4.13
 Business Activities
 58

 Section 4.14
 [Reserved]
 58

 Section 4.15
 Offer to Repurchase Upon Change of Control
 58

 Section 4.16
 [Reserved]
 59

 Section 4.17
 Limitation on Sale and Leaseback Transactions
 59

 Section 4.18
 [Reserved]
 59

 Section 4.19
 Additional Note Guarantees
 59

 Section 4.20
 Designation of Restricted and Unrestricted Subsidiaries
 59

 Section 4.21
 Effectiveness of Covenants
 60

  

 ARTICLE 5

 SUCCESSORS

  

 Section 5.01
 Merger, Consolidation, or Sale of Assets
 61

 Section 5.02
 Successor Corporation Substituted
 62

  

 ARTICLE 6

 DEFAULTS
AND REMEDIES

  

 Section 6.01
 Events of Default
 63

 Section 6.02
 Acceleration
 66

 Section 6.03
 Other Remedies
 66

 Section 6.04
 Waiver of Past Defaults
 66

 Section 6.05
 Control by Majority
 66

 Section 6.06
 Limitation on Suits
 66

 Section 6.07
 Rights of Holders to Receive Payment
 67

 Section 6.08
 Collection Suit by Trustee
 67

 Section 6.09
 Trustee May File Proofs of Claim
 67

 Section 6.10
 Priorities
 68

 Section 6.11
 Undertaking for Costs
 68

  

 ARTICLE 7

 TRUSTEE

  

 Section 7.01
 Duties of Trustee
 69

 Section 7.02
 Rights of Trustee
 70

 Section 7.03
 Individual Rights of Trustee
 70

 Section 7.04
 Trustee&rsquo;s Disclaimer
 71

 Section 7.05
 Notice of Defaults
 71

 Section 7.06
 [Reserved]
 71

 Section 7.07
 Compensation and Indemnity
 71

 Section 7.08
 Replacement of Trustee
 72

 Section 7.09
 Successor Trustee by Merger, etc.
 73

 Section 7.10
 Eligibility; Disqualification
 73

 Section 7.11
 [Reserved]
 73

  

 ARTICLE 8

 LEGAL
DEFEASANCE AND COVENANT DEFEASANCE

  

 Section 8.01
 Option to Effect Legal Defeasance or Covenant Defeasance
 73

 Section 8.02
 Legal Defeasance and Discharge
 73

 Section 8.03
 Covenant Defeasance
 74

  

 ii

  

  

 Section 8.04
 Conditions to Legal or Covenant
 Defeasance
 74

 Section 8.05
 Deposited Money and Government
 Securities to be Held in Trust; Other Miscellaneous
 Provisions
 75

 Section 8.06
 Repayment to Company
 76

 Section 8.07
 Reinstatement
 76

  

 ARTICLE 9

 AMENDMENT, SUPPLEMENT AND WAIVER

  

 Section 9.01
 Without Consent of Holders
 76

 Section 9.02
 With Consent of Holders
 77

 Section 9.03
 [Reserved]
 79

 Section 9.04
 Revocation and Effect of Consents
 79

 Section 9.05
 Notation on or Exchange of Notes
 79

 Section 9.06
 Trustee to Sign Amendments, etc.
 79

  

 ARTICLE 10

 [Reserved]

  

 ARTICLE 11

 NOTE GUARANTEES

  

 Section 11.01
 Guarantee
 79

 Section 11.02
 Limitation on Guarantor Liability
 80

 Section 11.03
 Execution and Delivery of Note Guarantee
 81

 Section 11.04
 Guarantors May Consolidate, etc., on Certain Terms
 81

 Section 11.05
 Releases
 82

  

 ARTICLE 12

 Satisfaction and Discharge

  

 Section 12.01
 Satisfaction and Discharge
 83

 Section 12.02
 Application of Trust Money
 84

  

 ARTICLE 13

 MISCELLANEOUS

  

 Section 13.01
 [Reserved]
 84

 Section 13.02
 Notices
 85

 Section 13.03
 [Reserved]
 86

 Section 13.04
 Certificate and Opinion as to Conditions Precedent
 86

 Section 13.05
 Statements Required in Certificate or Opinion
 87

 Section 13.06
 Rules by Trustee and Agents
 87

 Section 13.07
 No Personal Liability of Directors, Officers, Employees,
Affiliates and Stockholders
 87

 Section 13.08
 Governing Law
 87

 Section 13.09
 No Adverse Interpretation of Other Agreements
 87

 Section 13.10
 Successors
 87

 Section 13.11
 Severability
 88

 Section 13.12
 Counterpart Originals
 88

 Section 13.13
 Table of Contents, Headings, etc.
 88

 Section 13.14
 Waiver of Jury Trial
 88

 Section 13.15
 Force Majeure
 88

 Section 13.16
 Consent to Jurisdiction
 88

 Section 13.17
 Foreign Account Tax Compliance Act (FATCA)
 89

  

 iii

  

  

 EXHIBITS

  

 Exhibit A
 FORM OF NOTE

 Exhibit B
 FORM OF NOTATION OF GUARANTEE

 Exhibit C
 FORM OF SUPPLEMENTAL INDENTURE

 Exhibit D
 FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A

 Exhibit E
 FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S

  

 iv

  

  

 INDENTURE dated June 10,
2026 among B&G Foods, Inc., a Delaware corporation (the &ldquo; Company &rdquo;), the Guarantors (as defined) and The Bank
of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States of America, as trustee
(the &ldquo; Trustee &rdquo;).

  

 WHEREAS, the Company has duly
authorized the issuance of $475,000,000 aggregate principal amount of its 11.00% Senior Notes due 2031 on the Issue Date (the &ldquo; Initial
Notes &rdquo;). The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable
benefit of the Holders (as defined below) of the Notes (as defined below).

  

 ARTICLE 1

 DEFINITIONS

  

 Section 1.01            Definitions.

  

 &ldquo; 2027 Notes &rdquo;
means B&G Foods 5.25% Senior Notes due 2027.

  

 &ldquo; 2027
Notes Indenture &rdquo; means the indenture relating to the 2027 Notes dated September 26, 2019, as amended or supplemented from
time to time.

  

 &ldquo; 2028 Notes &rdquo;
means B&G Foods 8.00% Senior Secured Notes due 2028.

  

 &ldquo; 2028 Notes Indenture &rdquo;
means the indenture relating to the 2028 Notes dated September 26, 2023, as amended or supplemented from time to time.

  

 &ldquo; Acquired Debt &rdquo;
means, with respect to any specified Person:

  

 (1) Indebtedness
of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether
or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a
Restricted Subsidiary of, such specified Person; and

  

 (2) Indebtedness
secured by a Lien encumbering any asset acquired by such specified Person,

  

 provided that the amount of Acquired Debt
only at the time so acquired will include the accreted value together with any interest thereon that is more than 30 days past due; provided,
further, that Indebtedness of such other Person that is redeemed, defeased, retired or otherwise repaid at the time, or immediately
upon consummation, of the transaction by which such other Person is merged with or into or became a Restricted Subsidiary of such Person
will not be Acquired Debt.

  

 &ldquo; Additional Notes &rdquo;
means Notes (other than the Initial Notes) issued under this Indenture in accordance with Sections 2.02 and 2.15 hereof, as part of the
same series as the Initial Notes.

  

 &ldquo; Affiliate &rdquo;
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, &ldquo;control,&rdquo; as used with respect to any Person, means
the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether
through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms &ldquo; controlling, &rdquo; &ldquo; controlled
by &rdquo; and &ldquo; under common control with &rdquo; have correlative meanings.

 1

  

  

 &ldquo; Agent &rdquo;
means any Registrar, co-registrar, Paying Agent or additional paying agent.

  

 &ldquo; Applicable Premium &rdquo;
means, with respect to any Notes on any redemption date, the greater of:

  

 (1) 1.0% of
the principal amount of the Notes; or

  

 (2) the excess
of:

  

 (a)            the
present value at such redemption date of (i) the redemption price of the Notes at June 15, 2028, (such redemption price being
set forth in the table in Section 3.07 hereof) plus (ii) all required interest payments due on the Notes through June 15,
2028, (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of
such redemption date plus 50 basis points; over

  

 (b)            the
principal amount of the Notes.

  

 &ldquo; Applicable Procedures &rdquo;
means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the
Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

  

 &ldquo; Asset Sale &rdquo;
means:

  

 (1) the sale,
lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition
of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by Section 4.15
hereof and/or Section 5.01 hereof and not Section 4.10 hereof; and

  

 (2) the issuance
or sale of Equity Interests in any of the Company&rsquo;s Restricted Subsidiaries (other than directors&rsquo; qualifying shares or shares
required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary).

  

 Notwithstanding the preceding, none of the following
items will be deemed to be an Asset Sale:

  

 (1)            any
single transaction or series of related transactions that involves (a) assets having a Fair Market Value of less than $5.0 million
or (b) Net Proceeds of less than $5.0 million;

  

 (2)            a
transfer of assets between or among the Company and its Restricted Subsidiaries;

  

 (3)            an
issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to a Restricted Subsidiary of the Company;

  

 (4)            the
sale, lease, conveyance or other disposition of products, services, inventory, equipment or accounts receivable in the ordinary course
of business, including any sale or other disposition of damaged, worn-out, obsolete, negligible or surplus assets in the ordinary course
of business;

  

 (5)            the
sale or other disposition of cash or Cash Equivalents;

  

 (6)            the
surrender or waiver of contract rights, the settlement, release or surrender of contract, tort or other litigation claims in the ordinary
course of business, and the granting of (or permitted realization of) Liens not prohibited by this Indenture;

  

 (7)            a
Restricted Payment that complies with Section 4.07 hereof or a Permitted Investment;

  

 2

  

  

 (8)            sales
or grants of licenses or sublicenses of Intellectual Property, and licenses, leases or subleases of other assets, of the Company or any
of its Restricted Subsidiaries to the extent not materially interfering with the business of the Company and its Restricted Subsidiaries;

  

 (9)            any
exchange of like-kind property pursuant to Section 1031 of the Code that is used or useful in a Permitted Business;

  

 (10)          the
abandonment of Intellectual Property rights in the ordinary course of business, which in the reasonable good faith determination of the
Company or any of its Restricted Subsidiaries are not material to the conduct of the business of the Company and its Restricted Subsidiaries
taken as a whole;

  

 (11)          foreclosures,
condemnation or any similar action on assets or the granting of a Lien that is permitted under Section 4.12 hereof;

  

 (12)          any
liquidation or dissolution of a Restricted Subsidiary, provided that such Restricted Subsidiary&rsquo;s direct parent is also either the
Company or a Restricted Subsidiary of the Company and immediately becomes the owner of such Restricted Subsidiary&rsquo;s assets;

  

 (13)          any
issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

  

 (14)          any
financing transaction with respect to real property constructed, acquired, replaced, repaired or improved (including any reconstruction,
refurbishment, renovation and/or development of real property) by the Company or any Restricted Subsidiary after the date of this Indenture,
including sale and lease-back transactions permitted by this Indenture; and

  

 (15)          sales,
transfers and other dispositions of Investments in joint ventures to the extent required by customary buy/sell arrangements between the
joint venture parties as set forth in joint venture agreements.

  

 &ldquo; Attributable Debt &rdquo;
in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee
for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for
which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount
rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided, however , that if
such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined
in accordance with the definition of &ldquo;Capital Lease Obligation.&rdquo;

  

 &ldquo; Bankruptcy Law &rdquo;
means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

  

 &ldquo; Beneficial Owner &rdquo;
has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular &ldquo;person&rdquo; (as that term is used in Section 13(d)(3) of the Exchange Act), such &ldquo;person&rdquo;
will be deemed to have beneficial ownership of all securities that such &ldquo;person&rdquo; has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms
 &ldquo;Beneficially Owns&rdquo; and &ldquo;Beneficially Owned&rdquo; have a corresponding meaning.

  

 3

  

  

 &ldquo; Board of Directors &rdquo;
means:

  

 (1)            with
respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such
board;

  

 (2)            with
respect to a partnership, the board of directors of the general partner of the partnership;

  

 (3)            with
respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

  

 (4)            with
respect to any other Person, the board or committee of such Person serving a similar function.

  

 &ldquo; Business Day &rdquo;
means any day other than a Legal Holiday.

  

 &ldquo; Capital Lease Obligation &rdquo;
means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time
be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of
the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the
lessee without payment of a penalty. Capital Lease Obligation shall exclude all operating lease and non-finance lease liabilities that
are required to be capitalized and reflected as liabilities in the balance sheet in accordance with GAAP.

  

 &ldquo; Capital Stock &rdquo;
means:

  

 (1)            in
the case of a corporation, corporate stock;

  

 (2)            in
the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated)
of corporate stock;

  

 (3)            in
the case of a partnership or limited liability company, partnership interests or membership interests (whether general or limited); and

  

 (4)            any
other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or
not such debt securities include any right of participation with Capital Stock.

  

 &ldquo; Cash Equivalents &rdquo;
means:

  

 (1)            United
States dollars and Canadian dollars;

  

 (2)            securities
issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States
government ( provided that the full faith and credit of the United States is pledged in support of those securities) having maturities
of not more than one year from the date of acquisition;

  

 (3)            certificates
of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers&rsquo; acceptances
with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and
surplus in excess of $500.0 million and a Thomson Bank Watch Rating of &ldquo;B&rdquo; or better;

  

 4

  

  

 (4)            repurchase
obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above
entered into with any financial institution meeting the qualifications specified in clause (3) above;

  

 (5)            commercial
paper having one of the two highest ratings obtainable from Moody&rsquo;s or S&P and, in each case, maturing within one year after
the date of acquisition;

  

 (6)            money
market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of
this definition; and

  

 (7)            readily
marketable direct obligations issued by any State of the United States of America or any political subdivision thereof having maturities
of not more than one year from the date of acquisition and having one of the two highest rating categories obtainable from either Moody&rsquo;s
or S&P.

  

 &ldquo; Certificated Note &rdquo;
means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially
in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the &ldquo;Schedule
of Exchanges of Interests in the Global Note&rdquo; attached thereto.

  

 &ldquo; Change of Control &rdquo;
means the occurrence of any of the following:

  

 (1)            the
direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a
whole to any &ldquo;person&rdquo; (as that term is used in Section 13(d)(3) of the Exchange Act) other than a Restricted Subsidiary;

  

 (2)            the
adoption of a plan relating to the liquidation or dissolution of the Company; or

  

 (3)            the
consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any &ldquo;person&rdquo;
(as defined above) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Company, measured
by voting power rather than number of shares.

  

 &ldquo; Clearstream &rdquo;
means Clearstream Banking, S.A.

  

 &ldquo; Code &rdquo;
means the Internal Revenue Code of 1986, as amended from time to time.

  

 &ldquo; Company &rdquo;
means B&G Foods, Inc. and any and all successors thereto.

  

 &ldquo; Consolidated EBITDA &rdquo;
means with respect to any specified Person for any period, Consolidated Net Income of such Person and its Restricted Subsidiaries for
such period plus, without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income for such
period, the sum of (a) income tax expense, (b) consolidated interest expense of such Person and its Restricted Subsidiaries,
amortization or write-off of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with
Indebtedness, (c) depreciation and amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill)
and organization costs, (e) any extraordinary, unusual or non-recurring expenses or losses (including, whether or not otherwise includable
as a separate item in the statement of such Consolidated Net Income for such period, losses on sales of assets outside of the ordinary
course of business), (f) the amount of any non-cash compensation deduction as the result of any potential grant of Capital Stock
or other Equity Interests to employees, officers, directors or consultants and (g) any other non-cash charges, and minus, to the
extent included in the statement of such Consolidated Net Income for such period, the sum of (a) interest income (except to the extent
deducted in determining consolidated interest expense), (b) any extraordinary, unusual or non-recurring income or gains (including,
whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the
sales of assets outside of the ordinary course of business), and (c) any other non-cash income, all as determined on a consolidated
basis.

  

 5

  

  

 &ldquo; Consolidated Net
Income &rdquo; means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

  

 (1)            the
Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting
will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted
Subsidiary of the Person;

  

 (2)            the
Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions
by that Restricted Subsidiary of that Net Income to such Person and its Restricted Subsidiaries is not at the date of determination permitted
without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter
or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary
or its stockholders;

  

 (3)            the
cumulative effect of a change in accounting principles will be excluded;

  

 (4)            any
unrealized gains and losses with respect to Hedging Obligations for such period will be excluded;

  

 (5)            any
unrealized gains and losses related to fluctuations in currency exchange rates for such period will be excluded;

  

 (6)            any
gains and losses from any early extinguishment of Indebtedness will be excluded;

  

 (7)            any
gains and losses from any redemption or repurchase premiums paid with respect to the Notes will be excluded; and

  

 (8)            any
deferred financing costs (including the amortization of original issue discount) associated with Indebtedness of the Company will be excluded.

  

 &ldquo; Consolidated Secured
Leverage Ratio &rdquo; means, as of any date of determination, the ratio of (a) Total Secured Debt on such day to (b) Consolidated
EBITDA of the Company and its Restricted Subsidiaries for such period, calculated giving pro forma effect to such incurrence, assumption,
Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption
of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter
reference period. In addition, Consolidated Secured Leverage Ratio will be determined with such pro forma adjustments as are consistent
with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

 6

  

  

 &ldquo; Consolidated Total
Leverage Ratio &rdquo; means, as of any date of determination, the ratio of (a) Total Debt on such day to (b) Consolidated
EBITDA of the Company and its Restricted Subsidiaries for such period, calculated giving pro forma effect to such incurrence, assumption,
Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption
of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter
reference period. In addition, Consolidated Total Leverage Ratio will be determined with such pro forma adjustments as are consistent
with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

  

 &ldquo; continuing &rdquo;
means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.

  

 &ldquo; Copyright Licenses &rdquo;
means all written agreements to which the Company or any Guarantor is a party, in which the Company or any Guarantor grants or receives
a license or similar right in, to, or under any Copyright, or otherwise providing for a covenant not to sue for infringement or other
violation of any Copyright.

  

 &ldquo; Copyrights &rdquo;
means all United States and foreign copyrights, whether registered or unregistered and whether published or unpublished, and (i) all
registrations and applications therefor, (ii) all extensions and the right to obtain all renewals thereof, (iii) the right to
sue or otherwise recover for any past, present and future infringement or other violation thereof, (iv) all proceeds of the foregoing,
including, without limitation, license fees, royalties, income, payments, claims, damages and proceeds of suit now or hereafter due and/or
payable with respect thereto, and (v) all other rights of any kind accruing thereunder or pertaining thereto throughout the world.

  

 &ldquo; Corporate Trust
Office of the Trustee &rdquo; will be at the address of the Trustee specified in Section 13.02 hereof or such other address as
to which the Trustee may give notice to the Company.

  

 &ldquo; Credit Agreement &rdquo;
means that certain Amended and Restated Credit Agreement, dated as of October 2, 2015, by and among the Company, Barclays Bank PLC,
as administrative agent and collateral agent, and the lenders from time to time party thereto, including any related notes, Guarantees,
collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified,
renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including by means of sales
of debt securities to institutional investors) in whole or in part from time to time, including by that certain First Amendment to the
Credit Agreement, dated as of March 30, 2017, that certain Second Amendment to the Credit Agreement, dated as of November 20,
2017, that certain Third Amendment to the Credit Agreement dated as of October 10, 2019, that certain Fourth Amendment to the Credit
Agreement dated as of December 16, 2020, that certain Fifth Amendment to the Credit Agreement dated as of June 28, 2022, that
certain Sixth Amendment to the Credit Agreement, dated as of June 6, 2023, that certain Seventh Amendment to the Credit Agreement,
dated as of September 22, 2023, that certain Eighth Amendment to the Credit Agreement, dated as of July 12, 2024 and that certain
Ninth Amendment to the Credit Agreement, dated as of July 1, 2025.

  

 &ldquo; Credit
Agreement Obligations &rdquo; has the meaning assigned to the term &ldquo;Obligations&rdquo; in the Credit Agreement, together with
any Permitted Refinancing Indebtedness thereof.

  

 &ldquo; Credit Facilities &rdquo;
means, one or more debt facilities (including, without limitation, the Credit Agreement) or other financing arrangements (including, without
limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, receivables financing (including
through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables),
letters of credit or other long-term indebtedness including any notes, mortgages, guarantees, collateral documents, instruments and agreements
executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or replacements
in any manner (whether upon or after termination or otherwise) or refinancings thereof (including by means of sales of debt securities
to institutional investors) in whole or in part from time to time and any debt facilities or other financing arrangements (including,
without limitation, commercial paper facilities or indentures) that replace, refund or refinance any part of the loans, notes, other credit
facilities or commitments thereunder including any such replacement, refunding or refinancing facility or indenture that increases the
amount permitted to be borrowed thereunder or alters the maturity thereof ( provided that such increase is permitted under Section 4.09
hereof) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender
or group of lenders.

  

 7

  

  

 &ldquo; Custodian &rdquo;
means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

  

 &ldquo; Default &rdquo;
means any event that is, or with the passage of time or the giving of written notice or both would be, an Event of Default.

  

 &ldquo; Depositary &rdquo;
means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof
as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such
pursuant to the applicable provision of this Indenture.

  

 &ldquo; Derivative Instrument &rdquo;
means, with respect to a Person, any contract, instrument or other right to receive payment or delivery of cash or other assets to which
such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person&rsquo;s investment
in the Notes (other than a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or
cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the Notes and/or the
creditworthiness of the Company and/or any one or more of the Guarantors (the &ldquo; Performance References &rdquo;).

  

 &ldquo; Designated Non-cash
Consideration &rdquo; means the Fair Market Value of non-cash consideration received by the Company or a Restricted Subsidiary in connection
with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers&rsquo; Certificate, setting forth
the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received
in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  

 &ldquo; Disqualified Stock &rdquo;
means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable,
in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part,
on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital
Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to
repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the
terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless
such repurchase or redemption complies with Section 4.07 hereof. The amount of Disqualified Stock deemed to be outstanding at any
time for purposes of this Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to
pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

  

 8

  

  

 &ldquo; Domestic Subsidiaries &rdquo;
means any Restricted Subsidiary of the Company that was formed under the laws of the United States or any state of the United States or
the District of Columbia.

  

 &ldquo; Electronic Means &rdquo;
shall mean the following communications methods: S.W.I.F.T., e-mail, secure electronic transmission containing applicable authorization
codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for
use in connection with its services hereunder.

  

 &ldquo; Equity Interests &rdquo;
means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible
into, or exchangeable for, Capital Stock).

  

 &ldquo; Equity Offering &rdquo;
means a public or private sale either (1) of Equity Interests of the Company by the Company (other than Disqualified Stock and other
than to a Subsidiary of the Company or pursuant to a registration statement on Form S-8 or otherwise relating to equity securities
issuable under any employee benefit plan of the Company) or (2) of Equity Interests of a direct or indirect parent entity of the
Company (other than to the Company or a Subsidiary of the Company) to the extent that the net proceeds therefrom are contributed to the
common equity capital of the Company.

  

 &ldquo; Euroclear &rdquo;
means Euroclear Bank, S.A./N.V., as operator of the Euroclear system.

  

 &ldquo; Excess Cash &rdquo;
means, with respect to any specified Person for any period, the Consolidated EBITDA of that Person for such period, minus the sum
of the following, each determined for such period on a consolidated basis:

  

 (1)            cash
income taxes paid for such Person and its Restricted Subsidiaries; plus

  

 (2)            cash
interest expense paid by such Person and its Restricted Subsidiaries, whether or not capitalized (including, without limitation, the interest
component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions,
discounts and other fees and charges incurred in respect of letter of credit or bankers&rsquo; acceptance financings, and net of the effect
of all payments made or received pursuant to Hedging Obligations in respect of interest rates); plus

  

 (3)            additions
to property, plant and equipment and other capital expenditures of such Person and its Restricted Subsidiaries that are (or would be)
set forth in a consolidated statement of cash flows of such Person and its Restricted Subsidiaries for such period prepared in accordance
with GAAP, except to the extent financed by the incurrence of Indebtedness; plus

  

 (4)            the
aggregate principal amount of long-term Indebtedness repaid by such Person and its Restricted Subsidiaries and the repayment by such Person
and any Restricted Subsidiary of any short-term Indebtedness that financed capital expenditures referred to in clause (3) above,
excluding any such repayments (a) under working capital facilities (except to the extent that such Indebtedness so repaid was incurred
to finance capital expenditures as described in clause (3)   above), (b) out of Net Proceeds of Asset Sales as provided
in Section 3.09 hereof, (c) through a refinancing involving the incurrence of new long-term Indebtedness and (d) to the
extent not included in clause (c), of the redemption of a portion or all of the outstanding 2027 Notes with the proceeds of the offering
of the Notes on or about the date of this Indenture; provided that the aggregate amount of repayments made pursuant to this clause
(d) does not exceed the amount of the net proceeds received in connection with the offering of the Notes.

  

 &ldquo; Exchange Act &rdquo;
means the Securities Exchange Act of 1934, as amended.

  

 9

  

  

 &ldquo; Existing Indebtedness &rdquo;
means Indebtedness of the Company and its Restricted Subsidiaries in existence on the date hereof, other than the Notes and Indebtedness
under the Credit Agreement outstanding immediately following the execution of this Indenture (but including, for the avoidance of doubt,
the Existing Notes).

  

 &ldquo; Existing Notes &rdquo;
means the 2027 Notes and the 2028 Notes, collectively.

  

 &ldquo; Fair Market Value &rdquo;
means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity
of either party, determined in good faith by the Company (unless otherwise provided in this Indenture).

  

 &ldquo; Fixed Charge Coverage
Ratio &rdquo; means with respect to any specified Person for any period, the ratio of the Consolidated EBITDA of such Person for such
period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries
incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working
capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed
Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge
Coverage Ratio is made (the &ldquo; Calculation Date &rdquo;), then the Fixed Charge Coverage Ratio will be calculated giving pro
forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness,
or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if the same had occurred at the
beginning of the applicable four-quarter reference period.

  

 In addition, for purposes of calculating the Fixed
Charge Coverage Ratio:

  

 (1)            acquisitions
that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any
Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any
related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period
or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred
on the first day of the four-quarter reference period, and Consolidated EBITDA for such reference period will be calculated on a pro forma
basis (including with respect to any cost savings so long as such cost savings are factually supportable and expected to have a continuing
effect on such Person or any of its Restricted Subsidiaries);

  

 (2)            the
Consolidated EBITDA attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and
ownership interests therein) disposed of prior to the Calculation Date, will be excluded;

  

 (3)            the
Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership
interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise
to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation
Date;

  

 (4)            any
Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during
such four-quarter period;

  

 10

  

  

 (5)            any
Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time
during such four-quarter period; and

  

 (6)            if
any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect
on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such
Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months).

  

 &ldquo; Fixed Charges &rdquo;
means, with respect to any specified Person for any period, the sum, without duplication, of:

  

 (1)            the
consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without
limitation, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and
charges incurred in respect of letter of credit or bankers&rsquo; acceptance financings, and net of the effect of all payments made or
received pursuant to Hedging Obligations in respect of interest rates (but excluding amortization of deferred financing costs, original
issue discount and any redemption or repurchase premiums paid with respect to the Notes); plus

  

 (2)            the
consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

  

 (3)            any
interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien
on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

  

 (4)            the
product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred stock of such Person
or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of the Company (other
than Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company, times (b) a fraction, the numerator
of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such
Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP; minus

  

 (5)            charges
attributable to the amortization of expenses relating to the Transactions incurred within 180 days of the date of this Indenture.

  

 &ldquo; Foreign
Subsidiary &rdquo; means any Subsidiary of the Company that is not a Domestic Subsidiary.

  

 &ldquo; GAAP &rdquo;
means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as have been approved by a significant segment of the accounting profession in the United States,
which are in effect on the date of this Indenture. Notwithstanding the foregoing, all leases and obligations under any leases of any Person
that are or would be characterized as operating leases and/or operating lease obligations in accordance with GAAP on January 1, 2018
(whether or not such operating leases and/or operating lease obligations were in effect on such date) shall continue to be accounted for
as operating leases and/or operating lease obligations (and not as Capital Lease Obligations) for purposes of this Indenture regardless
of any change in GAAP following the date that would otherwise require such obligations to be recharacterized as Capital Lease Obligations.
At any time after the date hereof, the Company may elect to apply IFRS accounting principles in lieu of GAAP and, upon any such election,
references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided herein); provided that calculations
or determinations herein that require the application of GAAP for periods that include fiscal quarters ended prior to the Company&rsquo;s
election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. The Company will provide notice of
any such election made in accordance with this definition to the Trustee and the Holders.

  

 11

  

  

 &ldquo; Global Note Legend &rdquo;
means the legend identified as such in Exhibit A, which is required to be placed on all Global Notes issued under this Indenture.

  

 &ldquo; Global Notes &rdquo;
means, individually and collectively, each of the Global Notes deposited with or on behalf of and registered in the name of the Depositary
or its nominee, substantially in the form of Exhibit A hereto and that bears the Global Note Legend and that has the &ldquo;Schedule
of Exchanges of Interests in the Global Note&rdquo; attached thereto, issued in accordance with Article 2.

  

 &ldquo; Government Securities &rdquo;
means direct obligations of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof)
for the payment of which obligations or guarantees the full faith and credit of the United States of America is pledged and which are
not callable or redeemable at the option of the Company and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on
any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except
as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt
from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest
on the Government Securities evidenced by such depository receipt.

  

 &ldquo; Guarantee &rdquo;
means a guarantee other than by endorsement of negotiable instruments for collection or standard contractual indemnities in the ordinary
course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of
credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership
arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial
statement conditions or otherwise).

  

 &ldquo; Guarantors &rdquo;
means each of:

  

 (1)            B&G
Foods North America, Inc., B&G Foods Snacks, Inc., Bear Creek Country Kitchens, LLC, Clabber Girl Corporation, Spartan Foods
of America, Inc., Victoria Fine Foods, LLC and William Underwood Company; and

  

 (2)            any
other Subsidiary of the Company that executes a Note Guarantee in accordance with the provisions of this Indenture,

  

 and their respective successors and assigns, in
each case, until the Note Guarantee of such Person has been released in accordance with the provisions of this Indenture.

  

 12

  

  

 &ldquo; Hedging Obligations &rdquo;
means, with respect to any specified Person, the obligations of such Person under:

  

 (1)            interest
rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar
agreements;

  

 (2)            other
agreements or arrangements designed to manage interest rates or interest rate risk; and

  

 (3)            other
agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

  

 &ldquo; Holder &rdquo;
means a Person in whose name a Note is registered.

  

 &ldquo; IFRS &rdquo;
means International Financial Reporting Standards.

  

 &ldquo; Immaterial Subsidiary &rdquo;
means, as of any date, any Restricted Subsidiary whose total assets, as of that date, are less than $100,000 and whose total revenues
for the most recent 12-month period do not exceed $100,000; provided that a Restricted Subsidiary will not be considered to be
an Immaterial Subsidiary if it, directly or indirectly, guarantees or otherwise provides direct credit support for any Indebtedness of
the Company.

  

 &ldquo; Indebtedness &rdquo;
means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether
or not contingent:

  

 (1)            in
respect of borrowed money;

  

 (2)            evidenced
by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

  

 (3)            in
respect of banker&rsquo;s acceptances;

  

 (4)            representing
Capital Lease Obligations or Attributable Debt in respect of sale and leaseback transactions;

  

 (5)            representing
the balance deferred and unpaid of the purchase price of any property or services, which purchase price is due more than six months after
the date of placing such property in service or taking delivery and title thereto, except any such balance that constitutes an accrued
expense or trade payable or any similar obligation to trade creditors; or

  

 (6)            representing
any Hedging Obligations,

  

 if and to the extent any of the preceding items
(other than letters of credit, Attributable Debt and Hedging Obligations) would appear as a liability upon a balance sheet of the specified
Person prepared in accordance with GAAP. In addition, the term &ldquo;Indebtedness&rdquo; includes all Indebtedness of others secured
by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person; provided that
if the holder of such Indebtedness has no recourse to such Person other than to the asset, the amount of such Indebtedness will be deemed
to equal the lesser of the value of such asset and the amount of the obligation so secured) and, to the extent not otherwise included,
the Guarantee by the specified Person of any Indebtedness of any other Person.

  

 &ldquo; Intellectual Property &rdquo;
means the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United
States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the Copyright Licenses, the Patents,
the Patent Licenses, the Trademarks, the Trademark Licenses, the Trade Secrets and the Trade Secret Licenses, and all rights to sue at
law or in equity or otherwise recover for any past, present and future infringement, dilution, misappropriation or other violation or
impairment thereof, including the right to receive all proceeds therefrom, including without limitation license fees, royalties, income,
payments, claims, damages and proceeds of suit, now or hereafter due and/or payable with respect thereto.

  

 13

  

  

 &ldquo; Investment Grade
Rating &rdquo; means a rating equal to or higher than Baa3 (or the equivalent) by Moody&rsquo;s and BBB- (or the equivalent) by S&P,
or an equivalent rating by any other Rating Agency.

  

 &ldquo; Investments &rdquo;
means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital contributions (excluding accounts receivable, trade credit and
advances to customers in the ordinary course of business and commission, travel and similar advances to officers and employees made in
the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities,
together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Company
such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company will
be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Company&rsquo;s
Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in Section 4.07(c) hereof.
The acquisition by the Company or any Subsidiary of the Company of a Person that holds an Investment in a third Person will not be deemed
to be an Investment by the Company or such Subsidiary in such third Person if the purpose of such acquisition by the Company or such Subsidiary
was not the Investment in such third Person. Except as otherwise provided in this Indenture, the amount of an Investment will be determined
at the time the Investment is made and without giving effect to subsequent changes in value.

  

 &ldquo; Issue Date &rdquo;
means June 10, 2026.

  

 &ldquo; Joint Venture &rdquo;
means any joint venture between the Company and/or any Restricted Subsidiary and any other Person if such joint venture is:

  

 (1)            owned
50% or less by the Company and/or any of its Restricted Subsidiaries; and

  

 (2)            not
directly or indirectly controlled by or under direct or indirect common control of the Company and/or any of its Restricted Subsidiaries.

  

 &ldquo; Legal Holiday &rdquo;
means a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law,
regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that
place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such payment for the intervening period.

  

 &ldquo; Lien &rdquo;
means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention
agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or
agreement to give any financing statement relating to a lien on an asset under the Uniform Commercial Code (or equivalent statutes) of
any jurisdiction.

  

 14

  

  

 &ldquo; Limited Condition
Transaction &rdquo; means (1) any Investment or acquisition (whether by merger, consolidation or otherwise), whose consummation
is not conditioned on the availability of, or on obtaining, third-party financing, (2) any redemption, repurchase, defeasance, satisfaction
and discharge or repayment of Indebtedness requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction
and discharge or repayment and (3) any dividends or distributions on, or redemptions of, Capital Stock requiring irrevocable notice
in advance thereof.

  

 &ldquo; Long Derivative
Instrument &rdquo; means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery obligations
under which generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases,
and/or the payment or delivery obligations under which generally increase, with negative changes to the Performance References.

  

 &ldquo; Material Intellectual
Property &rdquo; means intellectual property owned by the Company or any Restricted Subsidiary that is material to the business of
the Company and its Restricted Subsidiaries, taken as a whole.

  

 &ldquo; Moody&rsquo;s &rdquo;
means Moody&rsquo;s Investors Service, Inc. and any successor to its rating agency business.

  

 &ldquo; Net Income &rdquo;
means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction
in respect of preferred stock dividends, excluding, however:

  

 (1)            any
gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with:

  

 (a)            any
Asset Sale; or

  

 (b)            the
disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person
or any of its Restricted Subsidiaries; and

  

 (2)            any
extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain (but not loss).

  

 &ldquo; Net Proceeds &rdquo;
means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net
of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales
commissions, and any relocation expenses incurred as a result of the Asset Sale, taxes paid or payable as a result of the Asset Sale,
in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required
to be applied to the repayment of Indebtedness, other than Indebtedness under a Credit Facility, secured by a Lien on the asset or assets
that were the subject of such Asset Sale or any reserve for adjustment in respect of the sale price of such asset or assets established
in accordance with GAAP or in respect of liabilities associated with the asset disposed of and retained by the Company or its Restricted
Subsidiaries.

  

 &ldquo; Net Short &rdquo;
means, with respect to a holder or beneficial owner of Notes, as of a date of determination, either (i) the value of its Short Derivative
Instruments exceeds the sum of (x) the value of its Notes plus (y) the value of its Long Derivative Instruments as of such date
of determination or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit
Event (each as defined in the 2014 International Swaps and Derivatives Association, Inc. Credit Derivatives Definitions) to have
occurred with respect to the Company or any Guarantor immediately prior to such date of determination.

  

 15

  

  

 &ldquo; Non-Recourse Debt &rdquo;
means Indebtedness:

  

 (1)            as
to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or
(c) constitutes the lender;

  

 (2)            no
default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an
Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company or any of
its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated
or payable prior to its Stated Maturity; and

  

 (3)            as
to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any of
its Restricted Subsidiaries.

  

 &ldquo; Note Guarantee &rdquo;
means the Guarantee by each Guarantor of the Company&rsquo;s obligations under this Indenture and the Notes, executed pursuant to the
provisions of this Indenture.

  

 &ldquo; Notes &rdquo;
means the Initial Notes and any Additional Notes. The Initial Notes and the Additional Notes, if any, shall be treated as a single class
for all purposes under this Indenture; provided that if any Additional Notes subsequently issued are not fungible with any Notes previously
issued for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP number. Unless the context otherwise requires,
all references to the Notes shall include the Initial Notes and any Additional Notes.

  

 &ldquo; Obligations &rdquo;
means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation
governing any Indebtedness.

  

 &ldquo; Officer &rdquo;
means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Executive Vice-President or any
Vice-President of such Person.

  

 &ldquo; Officers&rsquo;
Certificate &rdquo; means a certificate signed by two Officers of a Person that complies with Sections 13.04 and 13.05 of this Indenture
and is delivered to the Trustee.

  

 &ldquo; OID Legend &rdquo;
means the legend identified as such in Exhibit A.

  

 &ldquo; Opinion of Counsel &rdquo;
means an opinion from legal counsel that meets the requirements of Section 13.05 hereof. The counsel may be an employee of or counsel
to the Company or any Subsidiary of the Company.

  

 &ldquo; Pari
Passu Obligations &rdquo; means all Credit Agreement Obligations and any other Indebtedness of the Company or any Guarantor that is
equal in right of payment with the Notes or the Guarantee of such Guarantor, as applicable.

  

 16

  

  

 &ldquo; Participant &rdquo;
means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream,
respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

  

 &ldquo; Patent License &rdquo;
means all agreements to which the Company or any Guarantor is a party, in which the Company or any Guarantor grants or receives a license
or similar right in, to, or under any Patent, or otherwise providing for a covenant not to sue for infringement or other violation of
any Patent.

  

 &ldquo; Patents &rdquo;
means all United States and foreign patents and certificates of invention or similar industrial property rights, and applications for
any of the foregoing, including (i) each patent and patent application, (ii) all reissues and extensions thereof, (iii) all
divisions, continuations and continuations-in-part thereof, (iv) all patentable inventions and improvements thereto, (v) the
right to sue or otherwise recover for any past, present and future infringement or other violation thereof, (vi) all proceeds of
the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now or
hereafter due and/or payable with respect thereto and (vii) all other rights of any kind accruing thereunder or pertaining thereto
throughout the world.

  

 &ldquo; Permitted Business &rdquo;
means the business of the Company and its Subsidiaries as existing on the date hereof and any other businesses that are the same, similar
or reasonably related, ancillary or complementary thereto and reasonable extensions thereof.

  

 &ldquo; Permitted Investments &rdquo;
means:

  

 (1)            any
Investment in the Company or in a Restricted Subsidiary of the Company;

  

 (2)            any
Investment in Cash Equivalents;

  

 (3)            any
Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment:

  

 (a)            such
Person becomes a Restricted Subsidiary of the Company; or

  

 (b)            such
Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated
into, the Company or a Restricted Subsidiary of the Company;

  

 (4)            any
Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with
Section 4.10 hereof;

  

 (5)            any
acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the
Company;

  

 (6)            any
Investments received (a) in compromise or resolution of (i) obligations of trade creditors or customers that were incurred in
the ordinary course of business of the Company or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization
or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or (ii) litigation, arbitration or other
disputes with Persons who are not Affiliates; or (b) in satisfaction of judgments;

  

 (7)            Investments
represented by Hedging Obligations;

  

 17

  

  

 (8)            loans
or advances to directors, officers, employees and consultants made in the ordinary course of business of the Company or the Restricted
Subsidiary of the Company in an aggregate principal amount not to exceed $5.0 million at any one time outstanding;

  

 (9)            repurchases
of the Notes;

  

 (10)          intercompany
loans to the extent permitted by Section 4.09 hereof;

  

 (11)          loans
by the Company in an aggregate principal amount not exceeding $5.0 million to employees of the Company or its Restricted Subsidiaries
to finance the sale of the Company&rsquo;s Capital Stock by the Company to such employees; provided that the net cash proceeds
from such sales respecting such loaned amounts will not be included in the calculation described in clause (b) of the second paragraph
of Section 4.07(a) hereof;

  

 (12)          any
Investment in existence on the date hereof;

  

 (13)          receivables
owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable
in accordance with customary trade terms;

  

 (14)          any
Investment in any Person to the extent the Investment consists of prepaid expenses, negotiable instruments held for collection and lease,
utility and workers&rsquo; compensation, performance and other similar deposits made in the ordinary course of business by the Company
or any of its Restricted Subsidiaries;

  

 (15)          Guarantees
of Obligations of the Company and its Restricted Subsidiaries otherwise permitted by the terms of this Indenture, including guarantees
of Indebtedness, performance guarantees and guarantees of operating leases or other obligations that do not constitute Indebtedness; and

  

 (16)          other
Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving
effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (16) that are
at the time outstanding, not to exceed the greater of (i) $125.0 million or (ii)  4.0% of Total Assets at the time of such
Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes
in value); provided that if an Investment made pursuant to this clause (16) is made in any Person that is not a Restricted
Subsidiary of the Company at the date of the making of the Investment and such Person becomes a Restricted Subsidiary after such date,
such Investment will thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant
to this clause (16).

  

 Notwithstanding anything to
the contrary set forth in this Indenture, the Company will not and will not permit any Restricted Subsidiary to, directly or indirectly
transfer, convey, sell, lease or otherwise dispose of any Material Intellectual Property to any Unrestricted Subsidiary, any Restricted
Subsidiary that is not a Guarantor or any joint venture or similar arrangement in which the Company or any Restricted Subsidiary holds
less than a controlling interest (other than, in each case, with respect to non-exclusive licenses in the ordinary course of business).

  

 18

  

  

 &ldquo; Permitted
Liens &rdquo; means:

  

 (1)            Liens
on assets of the Company or any of its Restricted Subsidiaries securing Indebtedness and other Obligations incurred pursuant to Section 4.09(b)(1) and/or
securing certain Hedging Obligations;

  

 (2)            Liens
in favor of the Company or the Guarantors;

  

 (3)            Liens
on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary of
the Company; provided that such Liens were not incurred in contemplation of such merger or consolidation and do not extend to any
assets other than those of the Person merged into or consolidated with the Company or the Subsidiary;

  

 (4)            Liens
on property (including Capital Stock) existing at the time of acquisition of the property by the Company or any Subsidiary of the Company;
 provided that such Liens were not incurred in contemplation of, such acquisition;

  

 (5)            Liens
to secure the performance of statutory obligations, surety or appeal bonds, performance bonds, deposits to secure the performance of bids,
trade contracts, government contracts, warranty requirements, leases or licenses or other obligations of a like nature or incurred in
the ordinary course of business (including, without limitation, landlord Liens on leased real property and rights of offset and set-off);

  

 (6)            Liens
to secure Indebtedness (including Capital Lease Obligations) permitted by Section 4.09(b)(4) of this Indenture; covering only
the assets acquired with or financed by such Indebtedness;

  

 (7)            Liens
existing on the date hereof;

  

 (8)            Liens
for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate
proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as is required
in conformity with GAAP has been made therefor;

  

 (9)            Liens
imposed by law, such as carriers&rsquo;, warehousemen&rsquo;s, landlord&rsquo;s, materialmen&rsquo;s, repairmen&rsquo;s and mechanics&rsquo;
Liens, in each case, incurred in the ordinary course of business;

  

 (10)          survey
exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone
lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection
with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their
use in the operation of the business of such Person;

  

 (11)          Liens
created for the benefit of the holders of (or to secure) the Notes (or the Note Guarantees), other than Additional Notes (or the Note
Guarantees thereof);

  

 (12)          Liens
to secure any Permitted Refinancing Indebtedness permitted to be incurred under this Indenture; provided, however, that:

  

 (a)            the
new Lien is limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the
original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof);
and

  

 19

  

  

 (b)            the
Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount,
or, if greater, committed amount, of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged with such Permitted
Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding,
refinancing, replacement, defeasance or discharge;

  

 (13)          Liens
in favor of customs and revenue authorities to secure payment of customs duties in connection with the importation of goods in the ordinary
course of business and other similar Liens arising in the ordinary course of business;

  

 (14)          Liens
securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to
such letters of credit and products and proceeds thereof;

  

 (15)          Liens
upon specific items of inventory or other goods and proceeds of any Person securing such Person&rsquo;s obligations in respect of bankers&rsquo;
acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other
goods;

  

 (16)          leases
or subleases granted to third Persons not interfering with the ordinary course of business of the Company or any of its Restricted Subsidiaries;

  

 (17)          Liens
(other than any Lien imposed by ERISA or any rule or regulation promulgated thereunder) incurred or deposits made in the ordinary
course of business in connection with workers&rsquo; compensation, unemployment insurance, and other types of social security;

  

 (18)          deposits
made in the ordinary course of business to secure liability to insurance carriers;

  

 (19)          Liens
under licensing agreements for use of Intellectual Property entered into in the ordinary course of business;

  

 (20)          judgment
Liens not giving rise to an Event of Default;

  

 (21)          Liens
on the assets of a Restricted Subsidiary of the Company that is not a Guarantor securing Indebtedness of that Restricted Subsidiary; provided
that such Indebtedness was permitted to be incurred under Section 4.09 hereof;

  

 (22)          Liens
arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Company
or any of its Restricted Subsidiaries in the ordinary course of business;

  

 (23)          Liens
solely on any cash earnest money deposits made by the Company or any of its Restricted Subsidiaries in connection with any letter of intent
or purchase agreement permitted under this Indenture;

  

 20

  

  

 (24)          Liens
arising from Uniform Commercial Code (or equivalent statute) financing statement filings regarding operating leases entered into in the
ordinary course of business; and

  

 (25)          Liens
incurred in the ordinary course of business of the Company or any Restricted Subsidiary of the Company with respect to obligations that
do not exceed $30.0 million at any one time outstanding.

  

 &ldquo; Permitted Refinancing
Indebtedness &rdquo; means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of the Company or any of its
Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

  

 (1)            the
principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or
accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest
on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

  

 (2)            such
Permitted Refinancing Indebtedness has a final maturity date later than or the same as the final maturity date of, and has a Weighted
Average Life to Maturity that is (a) equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed,
refunded, refinanced, replaced, defeased or discharged or (b) more than 90 days after the final maturity date of the Notes;

  

 (3)            if
the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Notes,
such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right
of payment to, the Notes on terms at least as favorable to the Holders as those contained in the documentation governing the Indebtedness
being renewed, refunded, refinanced, replaced, defeased or discharged; and

  

 (4)            such
Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded,
refinanced, replaced, defeased or discharged.

  

 &ldquo; Person &rdquo;
means any individual, corporation, limited liability company, joint stock company, joint venture, partnership, limited liability partnership,
association, unincorporated organization, trust, governmental regulatory entity, country, state, agency or political subdivision thereof,
municipality, county, parish or other entity.

  

 &ldquo; Rating Agencies &rdquo;
means Moody&rsquo;s and S&P or if Moody&rsquo;s or S&P or both shall not make a rating on the Notes publicly available, a nationally
recognized statistical rating organization or organizations, as the case may be, selected by the Company which shall be substituted for
Moody&rsquo;s or S&P or both, as the case may be.

  

 &ldquo; Resale Restriction
Termination Date &rdquo; means for any Transfer Restricted Note (or beneficial interest therein), that is (a) not a Regulation
S Global Note (or Certificated Note issued in respect thereof pursuant to Section 2.06(b) hereof), one year (or such other period
specified in Rule 144(d)) from the Issue Date or, if any Additional Notes that are Transfer Restricted Notes and are not Regulation
S Global Notes have been issued before the Resale Restriction Termination Date for any Transfer Restricted Notes, from the latest such
original issue date of such Additional Notes, and (b) a Regulation S Global Note (or Certificated Note issued in respect thereof
pursuant to Section 2.06(b) hereof), the date on or after the 40 th consecutive day beginning on and including the
later of (i) the day on which any Notes represented thereby are offered to persons other than distributors (as defined in Regulation
S) pursuant to Regulation S and (ii) the issue date for such Notes.

  

 21

  

  

 &ldquo; Responsible Officer, &rdquo;
when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee (or any successor group
of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because
of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this
Indenture.

  

 &ldquo; Restricted Cash &rdquo;
means cash and Cash Equivalents held by a Subsidiary that is contractually restricted from being distributed to the Company; provided ,
that cash or Cash Equivalents maintained by any Foreign Subsidiary that is subject to minority shareholder approval before being distributed
to the Company shall not deemed to be &ldquo;Restricted Cash&rdquo; as a result of such restriction.

  

 &ldquo; Restricted Investment &rdquo;
means an Investment other than a Permitted Investment.

  

 &ldquo; Restricted Notes
Legend &rdquo; means the legend identified as such in Exhibit A.

  

 &ldquo; Restricted Subsidiary &rdquo;
of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

  

 &ldquo; S&P &rdquo;
means S&P Global Ratings, and any successor to its rating agency business.

  

 &ldquo; Screened Affiliate &rdquo;
means any Affiliate of a holder of Notes or, if the holder is DTC or DTC&rsquo;s nominee, of a beneficial owner of Notes, (i) that
makes investment decisions independently from such holder or beneficial owner and any other Affiliate of such holder that is not a Screened
Affiliate, (ii) that has in place customary information screens between it and such holder or beneficial owner and any other Affiliate
of such holder or beneficial owner that is not a Screened Affiliate and such screens prohibit the sharing of information with respect
to the Company or its Subsidiaries, (iii) whose investment policies are not directed by such holder or beneficial owner or any other
Affiliate of such holder or beneficial owner that is acting in concert with such holder in connection with its investment in the Notes
and (iv) whose investment decisions are not influenced by the investment decisions of such holder or beneficial owner or any other
Affiliate of such holder or beneficial owner of Notes that is acting in concert with such holders or beneficial owners in connection with
its investment in the Notes.

  

 &ldquo; SEC &rdquo; means
the Securities and Exchange Commission.

  

 &ldquo; Securities Act &rdquo;
means the Securities Act of 1933, as amended.

  

 &ldquo; Short Derivative
Instrument &rdquo; means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery obligations
under which generally increase, with positive changes to the Performance References and/or (ii) the value of which generally increases,
and/or the payment or delivery obligations under which generally decrease, with negative changes to the Performance References.

  

 &ldquo; Significant Subsidiary &rdquo;
means any Restricted Subsidiary that would be a &ldquo;significant subsidiary&rdquo; as defined in Article 1, Rule 1-02 of Regulation
S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of this Indenture.

  

 22

  

  

 &ldquo; Stated Maturity &rdquo;
means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest
or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date hereof, and will not include any
contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment
thereof.

  

 &ldquo; Subsidiary &rdquo;
means, with respect to any specified Person:

  

 (1)            any
corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled
(without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders&rsquo; agreement
that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or
other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries
of that Person (or a combination thereof); and

  

 (2)            any
partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or
(b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

  

 &ldquo; Total Assets &rdquo;
means the total assets of the Company and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet
of the Company.

  

 &ldquo; Total Debt &rdquo;
means as at any date of determination, the aggregate amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries
on a consolidated basis consisting of Indebtedness for borrowed money, Obligations in respect of Capital Lease Obligations and debt obligations
evidenced by promissory notes and similar instruments, in each case determined in accordance with GAAP less the aggregate amount of cash
and Cash Equivalents of the Company and its Restricted Subsidiaries at such date that is not Restricted Cash; provided that Total Debt
shall not include Indebtedness in respect of any notes or other debt securities that have been defeased or satisfied and discharged in
accordance with the applicable indenture or with respect to which the required deposit has been made in connection with a call for repurchase
or redemption to occur within the time period set forth in the applicable indenture, in each case to the extent such transactions are
permitted by the applicable indenture.

  

 &ldquo; Total Secured Debt &rdquo;
means, as of any date of determination, Total Debt other than any Total Debt that is unsecured and/or has been subordinated to the Obligations.

  

 &ldquo; Trade
Secret Licenses &rdquo; means all agreements to which the Company or any Guarantor is a party, in which the Company or any Guarantor
grants or receives a license or similar right in, to, or under any Trade Secret.

  

 &ldquo; Trade Secrets &rdquo;
means all trade secrets and all other confidential or proprietary information that derive independent economic value, actual or potential,
from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use, and (i) the
right to sue or otherwise recover for any past, present and future misappropriation or other violation thereof, (ii) all proceeds
of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now
or hereafter due and/or payable with respect thereto; and (iii) all other rights of any kind accruing thereunder or pertaining thereto
throughout the world.

  

 &ldquo; Trademark
License &rdquo; means all agreements to which the Company or any Guarantor is a party, in which the Company or any Guarantor grants
or receives a license or similar right in, to, or under any Trademark or otherwise providing for a covenant not to sue for infringement,
dilution, or other violation of any Trademark.

  

 23

  

  

 &ldquo; Trademarks &rdquo;
means all United States, and foreign trademarks, trade names, trade dress, corporate names, company names, business names, fictitious
business names, Internet domain names, trade styles, service marks, logos and other source or business identifiers and designs, now
existing or hereafter adopted or acquired, whether or not registered, and with respect to any and all of the foregoing: (i) all registration
and applications therefore, (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business
connected with the use of and symbolized by any of the foregoing, (iv) the right to sue or otherwise recover for any past, present
and future infringement, dilution or other violation of any of the foregoing or for any injury to the related goodwill, (v) all proceeds
of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages, and proceeds of suit now
or hereafter due and/or payable with respect thereto, and (vi) all other rights of any kind accruing thereunder or pertaining thereto
throughout the world.

  

 &ldquo; Transactions &rdquo;
means the issuance of the Notes and the application of the proceeds therefrom.

  

 &ldquo; Transfer
Restricted Notes &rdquo; means Notes that bear or are required to bear the Restricted Notes Legend.

  

 &ldquo; Treasury Rate &rdquo;
means, with respect to any redemption of the Notes, the yield to maturity as of the earlier of (a) the redemption date or (b) the
date on which the Notes are defeased or satisfied and discharged, of United States Treasury securities with a constant maturity (as compiled
and published in the most recent Selected Interest Rates (Daily) H.15 release that has become publicly available at least two business
days prior to such date (or, if such release is no longer published, any publicly available source of similar market data)) most nearly
equal to the period from such date to June 15, 2028; provided, however , that if the period from such date to June 15,
2028, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity
of one year will be used.

  

 &ldquo; Trustee &rdquo;
means The Bank of New York Mellon Trust Company, N.A. until a successor replaces it in accordance with the applicable provisions of this
Indenture and thereafter means the successor serving hereunder.

  

 &ldquo; Unrestricted Subsidiary &rdquo;
means any Subsidiary of the Company that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant
to a resolution of the Board of Directors, but only to the extent that such Subsidiary:

  

 (1)            has
no Indebtedness other than Non-Recourse Debt;

  

 (2)            except
as permitted by Section 4.11 hereof, is not party to any agreement, contract, arrangement or understanding with the Company or any
Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable
to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the
Company;

  

 (3)            is
a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to
subscribe for additional Equity Interests or (b) to maintain or preserve such Person&rsquo;s financial condition or to cause such
Person to achieve any specified levels of operating results; and

  

 24

  

  

 (4)            has
not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted
Subsidiaries.

  

 &ldquo; U.S. Person &rdquo;
means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.

  

 &ldquo; Voting Stock &rdquo;
of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of
the Board of Directors of such Person.

  

 &ldquo; Weighted Average
Life to Maturity &rdquo; means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

  

 (1)            the
sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other
required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated
to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

  

 (2)            the
then outstanding principal amount of such Indebtedness.

  

 Section 1.02           Other Definitions.

  

 Term
 Defined in

Section

 &ldquo; Affiliate Transaction &rdquo;  
 4.11

 &ldquo; Agent Members &rdquo; 
 2.06(a)

 &ldquo; Applicable Law &rdquo;  
 13.17

 &ldquo; Asset Sale Offer &rdquo;  
 3.09

 &ldquo; Authentication Order &rdquo;  
 2.02

 &ldquo; Authorized Officers &rdquo;  
 13.02

 &ldquo; Change of Control Offer &rdquo;  
 4.15

 &ldquo; Change of Control Payment &rdquo;  
 4.15

 &ldquo; Change of Control Payment Date &rdquo;  
 4.15

 &ldquo; Covenant Defeasance &rdquo;  
 8.03

 &ldquo; Directing Holder &rdquo; 
 6.01

 &ldquo; DTC &rdquo;  
 2.03

 &ldquo; Event of Default &rdquo;  
 6.01

 &ldquo; Excess Proceeds &rdquo;  
 4.10

 &ldquo; incur &rdquo;  
 4.09

 &ldquo; Instructions &rdquo;  
 13.02

 &ldquo; LCT Election &rdquo;  
 1.03(12)

 &ldquo; LCT Test Date &rdquo;  
 1.03(12)

 &ldquo; Legal Defeasance &rdquo;  
 8.02

 &ldquo; Noteholder Direction &rdquo;  
 6.01

 &ldquo; Offer Amount &rdquo;  
 3.09

 &ldquo; Offer Period &rdquo;  
 3.09

 &ldquo; Paying Agent &rdquo;  
 2.03

 &ldquo; Payment Default &rdquo; 
 6.01

 &ldquo; Permitted Debt &rdquo;  
 4.09

 &ldquo; Position Representation &rdquo; 
 6.01

 &ldquo; Purchase Date &rdquo;  
 3.09

  

 25

  

  

 Term
 Defined in

Section

 &ldquo; QIB &rdquo; 
 2.01(i)

 &ldquo; QIB Global Note &rdquo; 
 2.01(i)

 &ldquo; Registrar &rdquo;  
 2.03

 &ldquo; Regulation S &rdquo;  
 2.01(i)

 &ldquo; Regulation S Global Note &rdquo;  
 2.01(i)

 &ldquo; Restricted Payments &rdquo;  
 4.07(a)

 &ldquo; Rule 144A &rdquo; 
 2.01(i)

 &ldquo; Specified Courts &rdquo;  
 13.16

 &ldquo; Suspended Covenants &rdquo;  
 4.21

 &ldquo; Verification Covenant &rdquo; 
 6.01

  

 Section 1.03           Rules of
Construction.

  

 Unless the context otherwise
requires:

  

 (1)            a
term has the meaning assigned to it;

  

 (2)            an
accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

  

 (3)            &ldquo;or&rdquo;
is not exclusive;

  

 (4)            words
in the singular include the plural, and in the plural include the singular;

  

 (5)            &ldquo;will&rdquo;
shall be interpreted to express a command;

  

 (6)            provisions
apply to successive events and transactions;

  

 (7)            references
to sections of or rules under the Securities Act or the Exchange Act will be deemed to include substitute, replacement or successor
sections or rules adopted by the SEC from time to time;

  

 (8)            any
reference to an &ldquo;Appendix,&rdquo; &ldquo;Article,&rdquo; &ldquo;Section,&rdquo; &ldquo;clause,&rdquo; &ldquo;Schedule&rdquo; or
 &ldquo;Exhibit&rdquo; refers to an Appendix, Article, Section, clause, Schedule or Exhibit, as the case may be, of this Indenture;

  

 (9)            the
words &ldquo;herein,&rdquo; &ldquo;hereof&rdquo; and other words of similar import refer to this Indenture as a whole and not any particular
Article, Section, clause or other subdivision;

  

 (10)          unless
otherwise provided, references to agreements and other instruments shall be deemed to include all amendments and other modifications to
such agreements or instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of this
Indenture;

  

 (11)          in
connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction&rsquo;s laws):
(a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person,
then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes
into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity
Interests at such time; and

  

 26

  

  

 (12)          when
calculating the availability under any basket or ratio under this Indenture or compliance with any provision of this Indenture in connection
with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the
incurrence or issuance of Indebtedness and the use of the proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and
Asset Sales), in each case, at the option of the Company (the Company&rsquo;s election to exercise such option, an &ldquo; LCT Election &rdquo;),
the date of determination for availability under any such basket or ratio and whether any such action or transaction is permitted (or
any requirement or condition therefor is complied with or satisfied (including as to the absence of any Default or Event of Default))
under this Indenture shall be deemed to be the date (the &ldquo; LCT Test Date &rdquo;) the definitive agreements for such Limited
Condition Transaction are entered into (or, if applicable, the date of delivery of an irrevocable notice, declaration of a dividend or
similar event) and if, after giving pro forma effect to the Limited Condition Transaction and any actions or transactions related thereto
(including acquisitions, Investments, the incurrence or issuance of Indebtedness and the use of proceeds thereof, the incurrence
of Liens, repayments, Restricted Payments and Asset Sales) and any related pro forma adjustments, the Company or any of its Restricted
Subsidiaries would have been permitted to take such actions or consummate such transactions on the relevant LCT Test Date in compliance
with such ratio, test or basket (and any related requirements and conditions), such ratio, test or basket (and any related requirements
and conditions) shall be deemed to have been complied with (or satisfied) for all purposes; provided, that (a) compliance with such
ratios, tests or baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable
LCT Test Date for such Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments,
the incurrence or issuance of Indebtedness and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and
Asset Sales) and (b) Consolidated EBITDA for purposes of the Fixed Charge Coverage Ratio, the Consolidated Secured Leverage Ratio
and the Consolidated Total Leverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained
in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably
determined by the Company in good faith.

  

 For
the avoidance of doubt, if the Company has made an LCT Election, (1) if any of the ratios, tests or baskets for which compliance
was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have
been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA
or Total Assets of the Company, such baskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied
with as a result of such fluctuations (and no Default or Event of Default shall be deemed to have occurred due to such failure to comply);
and (2) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to
such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition
Transaction is consummated or the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable
notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition
Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction.

  

 27

  

  

 ARTICLE 2

 THE NOTES

  

 Section 2.01            Form and
Dating.

  

 (a)            The
Notes and the Trustee&rsquo;s certificate of authentication will be substantially in the form of Exhibit A hereto. The Notes may
have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication.
The Notes shall initially be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

  

 (b)            The
terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Company,
the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to
be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions
of this Indenture shall govern and be controlling.

  

 (c)            The
Notes shall be issued initially in global form substantially in the form of Exhibit A hereto (including the Global Note Legend thereon
and the &ldquo;Schedule of Exchanges of Interests in the Global Note&rdquo; attached thereto), which shall be deposited on behalf of the
purchasers of the Notes represented thereby with the Trustee as custodian for the Depositary, and registered in the name of the Depositary
or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided.

  

 (d)            Each
Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate
principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions and transfers of
interest. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding
Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.

  

 (e)            Any
Global Note may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the
provisions of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable
law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon
which the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate any
special limitations or restrictions to which any particular Notes are subject.

  

 (f)             Each
Global Note shall represent such principal amount of the outstanding Notes as shall be specified therein and shall provide that it shall
represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount
of outstanding Notes represented thereby may from time to time be increased or reduced to reflect redemptions, repurchases, cancellations,
conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease
in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee,
in such manner and upon instructions given by the Holder of such Notes in accordance with this Indenture.

  

 (g)            Any
of the Notes may have such letters, numbers or other marks of identification and such notations, legends or endorsements as the Officer
executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions
of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed or designated for issuance,
or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject.

  

 28

  

  

 (h)            Except
as set forth in Section 2.06 hereof, the Global Notes may be transferred, in whole and not in part, only to another nominee of the
Depositary or to a successor of the Depositary or its nominee.

  

 (i)             The
Initial Notes are being issued by the Company only (i) to &ldquo;qualified institutional buyers&rdquo; (as defined in Rule 144A
under the Securities Act (&ldquo; Rule 144A &rdquo;)) (&ldquo; QIBs &rdquo;) and (ii) in reliance on Regulation S
under the Securities Act (&ldquo; Regulation S &rdquo;). After such initial issuance, Initial Notes that are Transfer Restricted
Notes may be transferred as provided in the Restricted Notes Legend. Initial Notes that are offered in reliance on Rule 144A shall
be issued in the form of one or more permanent Global Notes substantially in the form set forth in Exhibit A (collectively, the &ldquo; QIB
Global Note &rdquo;), deposited with the Trustee, as Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter
provided. Initial Notes that are offered in offshore transactions in reliance on Regulation S shall be issued in the form of one or more
permanent Global Notes substantially in the form set forth in Exhibit A, (the &ldquo; Regulation S Global Note &rdquo;) duly
executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for
the Depositary. The QIB Global Note and the Regulation S Global Note shall each be issued with separate CUSIP numbers. The aggregate principal
amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Custodian.
Transfers of Notes among QIBs and to or by purchasers pursuant to Regulation S shall be represented by appropriate increases and decreases
to the respective amounts of the appropriate Global Notes, as more fully provided in Section 2.14 hereof.

  

 (j)             Sections
2.01(d), 2.01(e) and 2.01(f) hereof shall apply only to Global Notes deposited with or on behalf of the Depositary.

  

 (k)            The
Company shall execute and the Trustee shall, in accordance with Section 2.01(d) hereof and Section 2.01(e) hereof,
authenticate and deliver the Global Notes that (i) shall be registered in the name of the Depositary or the nominee of the Depositary
and (ii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary&rsquo;s instructions or held by the Trustee
as Custodian for the Depositary.

  

 (l)            Notes
issued in certificated form shall be substantially in the form of Exhibit A attached hereto.

  

 Section 2.02            Execution and
Authentication.

  

 At least one Officer must
sign the Notes for the Company by manual, .pdf attachment or other electronically transmitted signature.

  

 If an Officer whose signature
is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid.

  

 A Note will not be valid until
authenticated by the manual or electronic signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated
under this Indenture.

  

 The Trustee will, upon receipt
of a written order of the Company signed by at least one Officer (an &ldquo; Authentication Order &rdquo;), authenticate Notes for
original issue that may be validly issued under this Indenture, including any Additional Notes. The aggregate principal amount of Notes
outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one
or more Authentication Orders, except as provided in Section 2.08 hereof.

  

 29

  

  

 The Trustee may appoint an
authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee
may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating
agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

  

 At any time and from time
to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver Additional Notes in an aggregate principal
amount specified in such Authentication Order for such Additional Notes issued hereunder and, in the case of any issuance of Additional
Notes pursuant to Section 2.15 hereof, such Authentication Order shall certify that such issuance is in compliance with Section 2.15
hereof.

  

 Section 2.03            Registrar and
Paying Agent.

  

 The Company will maintain
an office or agency where Notes may be presented for registration of transfer or for exchange (&ldquo; Registrar &rdquo;) and an
office or agency where Notes may be presented for payment (&ldquo; Paying Agent &rdquo;). The Registrar will keep a register of the
Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents.
The term &ldquo;Registrar&rdquo; includes any co-registrar and the term &ldquo;Paying Agent&rdquo; includes any additional paying agent.
The Company may change any Paying Agent or Registrar without notice to any Holder. The Company will notify the Trustee in writing, and
the Trustee shall notify the Holders, of the name and address of any Agent not a party to this Indenture. The Company shall enter into
an appropriate agency agreement with any Agent not a party to this Indenture. Such agreement shall implement the provisions of this Indenture
that relate to such Agent. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, or fails to give the
foregoing notice, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar.

  

 The Company initially appoints
The Depository Trust Company (&ldquo; DTC &rdquo;) to act as Depositary with respect to the Global Notes.

  

 The Company initially appoints
the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes.

  

 Section 2.04            Paying Agent
to Hold Money in Trust.

  

 The Company will require each
Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee
all money held by the Paying Agent for the payment of principal of, premium on, if any, or interest, if any, on, the Notes, and will notify
the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the
Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) will have no further liability
for the money. If the Company or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit
of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee
will serve as Paying Agent for the Notes.

  

 Section 2.05             Holder Lists.

  

 The Trustee will preserve
in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the
Trustee is not the Registrar, the Company will furnish to the Trustee at least seven Business Days before each interest payment date and
at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require
of the names and addresses of the Holders.

  

 30

  

  

 Section 2.06             Transfer and
Exchange.

  

 (a)            Each
Global Note shall (i) be registered in the name of the Depositary for such Global Notes or the nominee of such Depositary, (ii) be
delivered to the Trustee as custodian for such Depositary and (iii) bear legends as required by Section 2.06(e) hereof.

  

 Members
of, or participants in, the Depositary (&ldquo; Agent Members &rdquo;) shall have no rights under this Indenture with respect to
any Global Note held on their behalf by the Depositary, or the Trustee as Custodian, or under such Global Note, and the Depositary may
be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any Agent or other agent of the Company
or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as
between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of an owner of
a beneficial interest in any Global Note.

  

 The
Trustee shall have no responsibility or obligation to any Holder that is a member of (or a Participant in) DTC or any other Person with
respect to the accuracy of the records of DTC (or its nominee) or of any member or Participant thereof, with respect to any ownership
interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount
or delivery of any Notes (or other security or property) under or with respect to the Notes. The Trustee may conclusively rely (and shall
be fully protected in relying) upon information furnished by DTC with respect to its members, participants and any beneficial owners in
the Notes.

  

 The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under
this Indenture or under applicable law with respect to any transfer of any interest in any Global Note (including any transfers between
or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates
and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture,
and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any
Agent shall have any responsibility for any actions taken or not taken by the Depositary.

  

 (b)            Transfers
of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depositary, its successors or their
respective nominees. Interests of beneficial owners in a Global Note may be transferred in accordance with this Section 2.06, Section 2.14
hereof and the Applicable Procedures. In addition, Certificated Notes shall be transferred to all beneficial owners (or the requesting
beneficial owners, in the case of clause (ii)) in exchange for their beneficial interests only if (i) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for the Global Notes or the Depositary ceases to be a &ldquo;clearing
agency&rdquo; registered under the Exchange Act and a successor depositary is not appointed by the Company within ninety (90) days of
such notice, (ii) an Event of Default of which a Responsible Officer of the Trustee has received written notice thereof and the Registrar
has received a request from any beneficial owner of an interest in any Global Note (subject to the third paragraph of Section 2.06(a) hereof)
to issue such Certificated Notes or (iii) the Company, in its sole discretion, notifies the Trustee that it elects to cause the issuance
of Certificated Notes.

  

 (c)            In
connection with the transfer of the entire Global Note to beneficial owners pursuant to clause (b) of this Section, such Global Note
shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and
deliver to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Note an equal aggregate
principal amount of Certificated Notes of authorized denominations.

  

 31

  

  

 (d)            The
registered Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may
hold interest through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

  

 (e)             Legends.
 Each Global Note will bear the Global Note Legend on the face thereof. Each Global Note issued at a more than de minimis discount
to its redemption price at maturity (and all Notes issued in exchange therefore or substitution thereof) shall bear an OID Legend on the
face thereof.

  

 (f)            At
such time as all beneficial interests in a particular Global Note have been exchanged for Certificated Notes or a particular Global Note
has been redeemed, repurchased or canceled in whole and…

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